Twifly
by Gojira123
Summary: An experiment gone horribly wrong starts changing Twilight Sparkle. This is an MLP version of David Cronenberg's version of "The Fly." My first fanfic.
1. Chapter 1

TWIFLY

Rainbow Dash flew as fast as her wings could take her. Tears were streaking through the air behind her coming from her own eyes, as she made her way to Princess Luna's Castle. It had been a month since everything started and she had desperately wished that she had come sooner. The Annual Equestrian Royal budget and Trade Summit had been going on for some time now, and both Princesses were not to be disturbed as they carried out their royal duties. Spike was with them, and unfortunately, that small issue may cost one of her best friends her life.

She landed in front of the guards at the gate, and gave herself a moment to catch her breath. "Halt! Identify yourself!" The guard in golden armor stated. "My name is Rainbow Dash, and I'm one of the Elements of Harmony! I have to talk to Princess Celestia right away! Her student, Twilight Sparkle is in big trouble, and only the Princess can help!"

"I'm sorry, Ms. Dash, but the Princesses gave explicit instructions not to be disturb-"

"TWILIGHT SPARKLE IS DYING, AND ONLY THE PRINCESS CAN SAVE HER!" Rainbow Dash screamed, tears streaming down her face once again. "NOW LET ME THROUGH, OR I'LL GO THROUGH YOU!" She screamed again. She took a low stance and prepared her wings to fly at the guards. The guards each took a defensive position, until another voice rung out.

"Rainbow Dash, is that you?" She looked over the gate and saw Shining Armor. Her short-term prayers answered, as she threw herself into the gate with everything she had. "SHINING, TWILIGHT IS IN TROUBLE, SHE MAY BE DYING! YOU HAVE TO TAKE ME TO THE PRINCESS RIGHT NOW! PLEASE!" Rainbow begged.

Shining Armor's eyes widened. "Let her though." He said in a calm voice. The guards each stepped out of the way, as Shining opened the gate and Rainbow rushed inside.

"What happened?" Shining said, as he and Rainbow Dash took off as fast as they could towards the main part of the palace.

"We don't know, Shining! Twilight has gone through some sort of change! Like, physically! I don't understand what's happened, but Twilight isn't Twilight anymore! We just hope the Princess can do something!" Rainbow exclaimed.

_Six weeks earlier…_

Twilight Sparkle was excited. She had been to this wing in the Royal Canterlot Library before, but did not get a chance to spend a significant amount of time there. She was a bit preoccupied at the time with saving Equestria from some unknown disaster that she had went back in time to warn herself about. It turned out that she had gotten herself worked up over nothing, and had left without spending any significant amount of time there. Now that the wedding was over, she had decided to stay in Canterlot to do some research in the Star Swirl the Bearded Wing.

_"Some of these tomes look amazing! I can't believe I rushed out of here after that whole fiasco." _She thought to herself. Twilight pulled each book from the shelf meticulously, and as she read, piles started to form around her. She had been reading about ancient spell theory, when she caught a glance of another text out of the corner of her eye. She trotted over to the shelf, and used her magic to dislodge the text from the corner of the bookcase.

"'_Teleportation and Mathematics: A Guide.' Huh. Now this looks interesting." _She mused as she magically flipped through its pages. What she found astounded her. "_The combination of these computations and spells are incredible! How come I've never heard of this before?" _She wondered. When she flipped to the back, she saw an unfinished equation. Twilight was never one to back away from a scholastic challenge, and immediately started to think up solutions to the problem. What had intrigued her most about this was the drawing underneath the equation. It looked like some sort of diamond shaped pod. "Hmm… I wonder what that's for?" She spoke aloud.

"What is what for?" An Angelic voice asked. Startled, Twilight whipped around and was relieved to find her mentor, Princess Celestia walking through the wing's entrance. Twilight gave a quick bow of respect, and smiled towards her teacher. "Princess, it's so great to see you! Thanks again for allowing me back into the Star Swirl Wing. These books are fascinating!"

Celestia could not help but smile as she saw her prized pupil glow with exuberance. "Of course, Twilight Sparkle. You are my most gifted student, why should you not be granted access? However, I have come to speak with you about something." The Princess stated.

"Yes, Princess?" Twilight said as a curious expression crossed her face.

"As you know, the Annual Budget and Trade Summit is being held at my sister, Luna's castle this year. It is going to be a very busy time for us, as there have been many new trade developments that will affect Equestria's commerce and royal budget. It will take about a month, maybe six weeks, and I would like to borrow Spike to be my personal assistant while at the Summit."

Twilight's eyes widened. "Are you sure Spike is ready for such a responsibility, Princess?" The Princess simply smiled. "I believe his time with you has made him quite responsible enough. I and my sister will need him to relay messages to and from the various groups that will be working at the summit."

Twilight wanted to object. She quickly put the thought out of her mind, however. After all, the Princess was making this request, and this would be a huge opportunity for Spike. She would be lonely not having him around, but it was only for a month or so. Twilight smiled, "I'll let him know as soon as I get back to Ponyville. By the way, Princess, is there any way I can take some of these books back with me? If Spike is going to be with Luna and yourself, I'd love to take the time to study some of these more in depth."

The Princess nodded, "Take whatever you like, Twilight. Just make sure to be careful. Some of these books are quite old. Although, with the wedding, some modern texts may have found their way in here."

"Of course, Princess. You know how much I treasure books. I would never let anything happen to them. Thank you so much!" Twilight stated.

Twilight bowed, as Princess Celestia made her way out of the library. Twilight looked back down at the book she was reading. _'This is going to be fun to try and figure out. With an equation like this, I could travel anywhere in Equestria, and not be bound by the limits of my magic. I still wonder what this diamond-like pod is…'_

**So, that's my first chapter. This is my first story, so, it's not perfect, and could probably be written better, but I wanted to give this a shot. Essentially, I'm "ponifing" the movie. I hope you all enjoy this story, please review, no flames, and I don't own any of these characters. See you all in chapter 2! **


	2. Chapter 2

CHAPTER 2-

It had been a week since Twilight returned from Canterlot. Spike had also been away for a few days. He had been excited to go spend more time with the Princesses, but he was also a bit sad to leave. Twilight assured him it would only be for about a month, and that he would be back in no time. Luckily, Spike had spruced up the library, and everything was in its proper place before he left.

Without Spike around, Twilight was able to concentrate completely on reading her new books. After reading the book on teleportation, everything about the unfinished equation made much more sense. _'So, these pods are actually teleportation units powered by magic, but which work on the molecular level! This is fascinating!' _She thought to herself.

It had taken her a few days, but she had gotten together the materials needed to construct the pods. After a few more sleepless nights, she had two pods built in the Ponyville Library basement, and had hooked them up to a basic computer. _'Well, this thing didn't work on Pinkie Pie, but I think the adjustments I've made should work with these new designs.' _ She thought to herself.

Later that night, it finally became time to test them out. Wiping sweat from her brow, she placed a ceramic cup in the center of the first pod. She double and triple checked her equations, and took a deep breath. It was time. Her horn started to glow as it sent magical energy into the computer. Both of the pods lit up the room, causing Twilight to cover her eyes. She heard a cracking sound and after a few seconds, the light died down, and she could see smoke coming out of the second pod. She hurried over to it and slowly opened the door. Looking at the floor, she saw the cup sitting upright. She inspected it, taking it out of the pod with her magic. It seemed fine, as she rubbed it with her hoof.

Giddy with excitement she rushed upstairs to the sink in the kitchen, and put some water in the teleported cup. The cup held the water. It was a normal cup. That meant the experiment had worked. Twilight had finished the equation, had successfully teleported an object with science, and not magic.

"YES!" She exclaimed as she hopped up and down. For the rest of the night, teleported all sorts of objects: books, lamps, old ink jars, even fruits and vegetables. Every item transported worked without a problem.

As the sun slipped into her bedroom, Twilight stirred slightly. It had been a long week, and she needed some rest. It was much easier to get now that she knew the pods worked. She finally awoke when she heard a knock at her door. She stretched and yawned before getting out of bed and making her way downstairs.

"One moment." She said in a raised voice. She opened the door to see Fluttershy standing in front of her with her bunny Angel at her feet.

"Good Morning, Twilight." Fluttershy said with a smile. "Hi Fluttershy, come on in!" Twilight replied with a smile.

Fluttershy and Angel both walked into the library as Twilight yawned and stretched again. "Oh, I'm sorry, did we wake you up?" Fluttershy said hesitantly.

"Oh, it was time for me to get up anyway, Fluttershy, no harm done. So, what brings you here so early anyway? Is everything alright?" Twilight asked.

"Oh, um, yes. I had some errands to run this morning before our usual pet gathering this afternoon, and I was wondering if you wanted to get some breakfast before I started out." Fluttershy said.

"That's right, I forgot it was today. I've been so busy with these new books I got from Canterlot that I completely lost track of time. Oh my goodness, Fluttershy, you have to see what I've done downstairs!" Twilight said, almost shouting.

The sudden change in tone had surprised Fluttershy, almost making her jump. "Oh, um, sure, I mean, if you're ok with me seeing it, that is." She said tentatively.

Twilight ran downstairs while squealing to herself in excitement, with Fluttershy and Angel following close behind. When they got to the basement, Fluttershy's eyes went wide. "My goodness, Twilight! What in Equestria are these?" She asked.

"I was doing some research in the Star Swirl the Bearded Wing of the Canterlot Royal Library and I found a fascinating book on Scientific Teleportation. Using math and science, I can teleport any object from one transport pod to another." She said, motioning to the pods.

Within a few minutes, Twilight had successfully demonstrated the procedure to Fluttershy and Angel, who were amazed at the results. "That's incredible, Twilight. But, there is something I don't understand. You can already use your magic to teleport. Why would you need a pod?"

"Very good questions, Fluttershy." Twilight said. "My magic only lets me teleport over short distances. With this device, I would be able to teleport wherever there was another pod. Plus, with this technology, everyone, not just unicorns, would be able to teleport. Speaking of which…"

Fluttershy eyed her curiously. "Yes?"

"Well, I was thinking, since we have Angel here, do you think he would like to be teleported? It would provide me with important data for my research." Twilight replied.

Fluttershy was immediately hesitant. "Well, I'm not sure Twilight. Are you sure it's safe?"

Maybe it was the lack of rest over the past week, but the frustration at Fluttershy's apprehension was apparent on her Twilight's face. "Of course it's safe! I've been teleporting things for days, and everything has turned out just fine! What do you say, Angel?" She said turning to the rabbit. "Feel like being the first rabbit to be scientifically teleported?"

Angel shook his head fervently. He had no desire to be a part of some pony's dumb experiment. Twilight had to try a different tactic. "Angel, surely, a brave rabbit such as you, isn't scared, right?"

Angel's ears perked up at Twilight's words. He glared in her direction and stomped towards the closest pod. He wouldn't stand for one of Fluttershy's dumb friends to call him a coward.

Gleefully, Twilight made her way to the control panel. She used her magic to lock the door and her horn started to glow with power. "Ok, here we go!" She said with excitement.

Twilight blasted the computer with her magic, which transferred to the pods. Just like before, there was a bright light, and a crackling sound. Fluttershy was scared at how intense it was. She started shaking and backing up away from the controls. After a few seconds, the lights from the pods dimmed and an eerie white smoke permeated the chambers.

"Its ok, Fluttershy." Twilight said. "The smoke is harmless. Now let's go see how Angel is doing, shall we?"

The Pegasus and the Unicorn both made their way over to the chamber and Twilight slowly unlocked the door. At first, the smoke was too intense to see anything. Twilight called out to Angel, but neither of them heard anything at first.

Suddenly, Fluttershy and Twilight heard a terrible screeching sound as a trail of red leaped out of the pod and onto Fluttershy. Fluttershy gasped in horror as she saw what had become of her pet. It was as though he had lost all of his fur. His stomach, liver and other organs seemed to be on the outside of his body. Blood poured through his flesh like a strainer, causing a pool to form underneath him quickly. Blood from his inside out paws had matted its way onto Fluttershy as he screeched again before going into convulsions. He twitched and yelped as pink mucus escaped from what was left of his mouth. Twilight and Fluttershy screamed at the sight, Fluttershy babbling incoherently as Angel took his last breath before dying on the floor next to her caretaker.

"ANGEL! TWILIGHT, YOU SAID IT WAS SAFE! YOU SAID… YOU SAID…." Fluttershy wailed while looking at Angel's deformed carcass lying on the basement floor.

"Fluttershy, I'm so sorry. I'm so sorry." Was all Twilight could whisper as she trembled on the floor with tears streaming down her face.

**I'd like to thank Krushnazag for his help in pre-reading this story. His imput was great, and it is much appreciated. See you all in chapter 3! **


	3. Chapter 3

CHAPTER 3-

It had been days since Twilight had heard from her friends. When the event happened with Angel, Fluttershy was inconsolable, and the other Elements of Harmony chastised her. Twilight had felt horrible about the whole thing. The last thing she ever wanted to do was hurt a friend. This was more than just hurting, however. This was an utter betrayal of one of her best friend's trust. Fluttershy's whole purpose in life was to take care of animals. She could not have hurt Fluttershy more with her actions. They went against the fundamentals of what makes Fluttershy who she is.

She had to make it right. She wanted to give up. She wanted to put this all behind her, apologize, beg for forgiveness and throw the book into the fire. _'No.'_ she thought. _'I can't let Angel's death be in vain. He died because I was in a rush and arrogant that this would just work out. I know now that it won't and that I have to be extra careful, but most importantly, I have to make it work. I cannot let the death of one of my most dear friend's loved ones mean nothing. I know I can figure this out.'_

Trotting over to the book, she examined the equation again. _'This doesn't make sense. My calculations are correct, so what happened? What is the difference between everything else I teleported and Angel? I had made sure to try teleporting organic material, and that worked out perfectly. So, then, what happened? How did Angel die?' _

Letting her anger finally boil over, she slammed her hoof against the desk where the book lied. She immediately regretted that decision, and pulled her hoof away after feeling intense pain. She examined where she banged her hoof, and saw a bruise starting to form.

'_Oh great Twilight Sparkle. First you kill your friends prized pet and now you are hurting yourse-'_

She never finished the statement in her head. Her eyes widened at the realization. _'How could I have been so stupid?'_

Flesh. That was the answer. In all the experiments she ran, even the ones with organic materials, none of them contained flesh. Meat. This changed everything. She hurriedly began to scratch out parts of the initial equation, and reform her ideas. With a huge smile on her face, she ran over to the control panel, and fed the new data into the computer.

Everything was done. All of the proper calculations were completed, the machines tested. All that was left was to find a test subject. Considering what happened with Angel, she knew she could never ask one of her friends. Spike was with the Princesses. She didn't want to travel to Zecora's home, as she would have to travel through town, which she wanted to avoid until she was sure everything worked the way it was supposed to work. Without any options, Twilight did the only thing she could. The one thing that every science class, every science book and personal lesson with the Princess warned her about; Experiment on herself.

'_I can't believe I'm going to go through with this. I have to though, it's the only way. If I don't prove that this machine works, Angel's death would have been for nothing, and my friends will hate me forever. I have to do this. To gain their respect back… and their friendship.'_

Twilight took a deep breath and used her magic to power up the machine. She quickly trotted over to the first Telepod, and locked the door, securing it shut.

'_That's strange. There seems to be a buzzing in here. Is this what it's supposed to sound like in here while the teleportation sequence is activating? Oh well, here it goes…'_

A bright light appeared in front of her face, and in a flash, her eyes came back into focus, and she realized she was on the other side of the room. It had worked. She was in the other pod. Twilight used her magic to unlock the door to her pod, and stepped out.

'_Well, everything seems ok.'_ She looked down at herself, and sure enough, everything was in order. Twilight trotted over to a nearby mirror, and gazed at her reflection. She was normal. It had worked.

"YES! It worked! I can now teleport any organic materials, including ponies!"

Suddenly, she felt very tired. _'I guess all that adrenalin that I had before is starting to dissipate.'_

Twilight went upstairs, and settled down for the evening. Closing her eyes, she fell asleep. She let her thoughts drift to tomorrow, and how excited she was to reconcile with her friends. She needed to show them her breakthrough.

**I know that this chapter was kinda short. Sorry, but I was trying to move things along, and I thought it was long enough not to have dwelled on the transition. See you all in chapter 4! **


	4. Chapter 4

CHAPTER 4-

The sun dripped into Twilight's bedchamber, slowly gaining ground over her room. Before the sunlight could reach her eyes, however, she shot up out of her bed with her eyes wide open. She had a strange feeling. She felt energized. The lack of even the hint of grogginess surprised her greatly. She quickly got out of bed, fixed her mane, showered, and started to ascend the staircase off her bedroom. She did not even realize it, but she was leaping over multiple steps at a time.

She slipped on one of the steps, and went over the side; she thought for sure she was going to have a crash landing. By instinct, however, she was able to twist her body in mid air and back flip onto all four hooves.

'_What in Equestria? I've never been that physically strong or flexible before. It must have been from the teleportation. When the machine put me back together, it must have weeded out any impurities in my system, and returned me to a peak state! Incredible!'_

She did not only feel better, despite what had happened over the last few days, she felt amazing. Every bone and muscle felt energized. Confidence surged through her. An idea popped into her head, and she ran upstairs giddy with excitement.

'_Rarity gave me some make up awhile ago. I know I told her I really wouldn't use it, but today, I feel special.'_

After some time preparing, she jumped off her loft and landed squarely on the main floor of the library. She made her way out the door and towards the bustling center of Ponyville.

Passing Sugar Cube Corner, found herself by her favorite Café. She scanned the area, not noticing the looks she was getting from the ponies around her. Many of the stallions leered and even some of the mares did double takes taking in the beautiful mare and her confident strides.

'_Isn't that…' _

She walked into the café's outside dining area, and approached a unicorn that was quite familiar to her. As she got closer, she knew exactly whom it was.

"Well, well, well, if it isn't the Great and Powerful Trixie. What brings you back to Ponyville? Did you forget a piece of your crushed little wagon?" Twilight said with a smirk. _'What am I saying? I'm not usually one to start a problem, but I just can't hel-'_

Her thoughts were cut off immediately as she eyed the stallion that had seemed to be accompanying Trixie. She didn't know why, but she wanted him as soon as she laid eyes on him. She knew about sex, of course. Learning Pony Biology was part of her normal curriculum. This was different though. She had never really thought about the subject, but all of a sudden, with this handsome stallion in front of her, all she could think about was having him. Trixie had other ideas, however.

"Twilight Sparkle! How dare you speak to the great and powerful Trixie in such a disrespectful manner?" She said angrily as she moved to approach Twilight.

Twilight ignored her. After all, Twilight was one of the most powerful unicorns in Equestria, and personal student of Princess Celestia. She had seen the best that Trixie could do, and it wasn't even a fraction of her own power.

"So, what is a handsome stallion like you doing with a second rate unicorn like her?" Twilight asked, while giving the Earth pony a seductive look.

"Keep your hooves off of my coltfriend, you hussy!" Trixie answered, while getting in Twilight's face.

"Huh, as if you could ever make me. I'll tell you what, Trixie, you still do the 'Anything you can do, I can do better' thing as part of your shtick, right?" Twilight said with confidence.

"Of course, and its true! The great and powerful Trixie is the most magical unicorn in Equestria!" Trixie answered while posing gallantly.

Twilight just smirked. _'After all this time, and all she's seen me do, she STILL thinks she's better than me. Well, I guess it's time to put this little foul in her place!'_ she thought to herself.

Twilight spoke, while going nose to nose with her would be rival. "Well then, Trixie, I Twilight Sparkle, hereby challenge you!"

A devilish grin passed across the show mare's face. "You name it!"

Twilight thought for a moment. The most obvious choice would be a contest of magic. However, she was feeling different. She did not want to use her magic. She needed a contest more primal. She wanted to engage this unicorn, not just show off. Suddenly, a thought came to her head. Something that she had seen Rainbow Dash and Applejack compete in on various occasions.

"I challenge you to a hoof-wrestle!" Twilight shouted.

Trixie gave a look of confusion at the request. She thought for sure, since they were both unicorns the contest would be magical in nature.

"No magic, either. Just you and me, Trixie!" Twilight added.

"Very well, Twilight Sparkle!" Trixie huffed. She used her magic to clear the table her and her coltfriend were using at the café and each mare squared herself directly across from the other.

At this point, many of the other surrounding patrons had begun to take interest. The sound of bits exchanging filled the air as the customers began to place bets on which mare would be victorious. The stallion that had accompanied Trixie just stared in awe as the two unicorns prepared themselves.

Twilight placed her right hoof on the table, hinging her leg upright. "Ready when you are." She said, in the sultriest voice she could muster.

Trixie wore a look of determination as she mirrored Twilight's position on the on the table, their hooves locked and ready.

Twilight gave another seductive look over to Trixie's colfriend and said. "Would you mind counting to three for us, sweetie?"

The Stallion quickly complied and the contest was underway. Trixie grunted, as her muscles tightened. She grinded her teeth, putting everything she had into winning. Something was wrong, however. Twilight appeared relaxed. She was not straining, and simply continued to stare at Trixie with a small smile on her face.

"This is getting boring, Trixie. I guess I should just beat you now." Twilight said, nonchalantly.

Twilight started to move her hoof, slowly forcing Trixie's down to the table. Trixie's expression changed, as a look of fear crossed her face. Just as Trixie's hoof was about to touch the table, Twilight used a burst of strength to win the contest. There was a sickening pop, as a buldge appeared on the underside of Trixie's hoof. She screamed as her hoof hit the table. Trixie backpedaled away from the table, nursing her now broken hoof, with water filling up in her eyes.

"Well, I guess that settles the question of who really is the great and powerful one here, huh, Trixie? It's ok, you don't have to answer." Twilight said calmly. She turned and gave a playful look towards the stallion that had been with Trixie.

"Since I won the contest, I'd like my prize now." She said.

Before the stallion could utter a word, Twilight Sparkle cut him off, and kissed him passionately. Her tongue found its way into his mouth, and she started moaning with pleasure. The onlookers gasped at the scene, as one of the wait staff came over to help Trixie.

Twilight broke the kiss, then leaned in and whispered into his ear. "You're my prize. Come with me, to my house. I'd like to celebrate in private."

She gave his ear a seductive lick, and used her magic to push him along. Not that the stallion needed any coaxing after what had just played out in front of him. She made her way back to the tree house with confident strides, a smug smile on her face and the stallion right behind her. She didn't even notice the glare that Trixie had given her from the ground. Trixie didn't matter. After all, she had won the contest, and her primal yearning for competition was finally satisfied. There was another urge she now felt, and she would be sure to satisfy that tonight.

**See you in chapter 5!**


	5. Chapter 5

CHAPTER 5-

Twilight sat at the edge of her bed, with the sound of soft breathing permeating her ears. The stallion laid beside her as she listened to his light snoring. It had been a wonderful night, and she had barely slept at all. She smiled to herself as she thought back to those sensations, and how wonderful they made her feel. She almost felt bad for the poor stallion. Did she push him too far? Well, maybe, but she was a beautiful mare, and she had needed… satisfaction.

Speaking of satisfaction, she started getting that feeling back in her loins. She lay back in bed, and started caressing the stallion's main. She kissed his cheek, and began to whisper in his ear.

"Its time to wake up, sweetie. I want my reward again." She said in a sultry voice.

The Stallion grunted, and started snoring even louder. Twilight's mood dropped, and she sat up again in a huff. _'This is so frustrating. He's a stallion for Celestia's sake! How can he not keep up with me?'_ She thought to herself.

Suddenly, there was a loud knock at the door. Huffing to herself, she quickly got up and trotted down the stairs. _'Who is bothering me now? I don't really feel like talking to anypony, I just want to be with that stallion!'_

"COMING!" She yelled in irritation.

When she got to the door, she opened it, with a scowl on her face. Standing before her were Rainbow Dash and Rarity.

"Oh! Hello, girls! Come on in!" She said, almost forgetting her recent urges.

"Uh, hi, Twilight. How's everything going?" Rainbow Dash said tentatively.

Twilight perked up at the question. She had been dying to tell someone all the progress that she had made. She thought that her other friends didn't want to talk to her after the…incident.

"Great! I've never felt better, girls! I've been full of so much energy ever since I-"The mares heard a noise coming from the loft, as they all turned their gaze towards the stairs.

The stallion's cheeks turned red as all three girls stared at him. Twilight's mood changed again at seeing her lover standing there. "Hey there, sweetheart. Why don't you go back to bed, and I'll be back up in a moment." Twilight stated while giving the stallion an alluring smile.

The stallion stared wide-eyed at the mare in front of him, and suddenly sprang for the door. "No, no, I should be going, thanks again for a lovely evening!" He said as he ran out the door at full speed.

"Well, that was rude." Twilight stated. Rainbow Dash and Rarity just stared in amazement at their unicorn friend.

"Twilight, darling, did you? Last night? You and him?" Rarity stuttered.

Twilight ignored the inquiries. "Girls, I got it to work! It feels amazing. I've become so much stronger and more energetic! I've never felt this way before! It's like I was reborn when I was transported!" She said with excitement.

"Hold on a sec, Twi. Are you telling us that you teleported yourself? With those… Things that killed Angel? Twilight, that's the most reckless thing I've ever heard! And, that's coming from me!" Rainbow Dash exclaimed.

Twilight sighed. Rainbow Dash was right. It was incredibly reckless, and she probably should have waited. It was time to make her case.

"You're right girls. I just felt so bad about what had happened to Angel that I had to make it work. I couldn't let Fluttershy's best pet die for nothing. It worked, though, it really did! I was able to teleport myself within the pod's mechanism! This will revolutionize travel all over Equestria!"

Rainbow Dash and Rarity looked unconvinced. They looked at each other, and nodded as they switched subjects.

"Twilight, we heard about what happened at the café. We wanted to see if you were alright. What we heard… It didn't seem like the Twilight Sparkle we know. What in Equestria happened?" Rarity asked.

Twilight's mood soured. Although she had reveled in her victory at the time, she had moved on, and wanted to discuss her latest discovery.

"Oh, that's all in the past! I have made a wonderful scientific discovery, girls! So, who wants to try out the telepod?" Twilight said.

"There aren't enough bits in Equestria to make me go in there!" Rainbow Dash exclaimed, stomping her right hoof into the floor of the library as she glared at her fellow element bearer.

"Twilight, let's talk plainly." Rarity interrupted. "You challenged Trixie to a…what do you call it…a hoof-wrestle. Then you injured her, and apparently slept with her companion! Twilight, she has a broken hoof. They have been saying that you actually shattered her bone! What would posses you to do something like this? This isn't you, Twilight! Maybe something went wrong when you teleported! It's the only logical conclusion!"

Twilight was seeing red. She could not believe that her own friends were taking Trixie's side in all of this. The showmare had trounced them all when she first came to Ponyville, and now that she had finally got hers, thanks to one of their best friends, they were against her?

"I can't believe what I'm hearing! You all know Trixie deserved what she got! Even when I approached her, she was still the same old Trixie! After all the trouble she caused, she hadn't learned a single thing!" Twilight shouted.

"Huh! I'll say you approached her! From what we heard, you started the whole thing in the first place! There is no way the Twilight I have come to know would start a problem that blatantly with another pony! Even if that pony was Trixie!" Rainbow Dash retorted.

Twilight's anger had reached its boiling point. Her emotions burst forth in a torrent of angry speech.

"YOU'RE JEALOUS! BOTH OF YOU! I'M STRONGER THAT YOU, RAINBOW DASH! I WAS ABLE TO BREAK TRIXIE'S HOOF WITH JUST MY STRENGTH! HAVE YOU EVER DONE THAT? ARE YOU EVEN STRONG ENOUGH TO DO THAT? YOU ALWAYS HAVE TO BETTER THAN EVERYPONE AT EVERYTHING, AND NOW THAT I'M STRONGER THAN YOU NOW, AND YOU CAN'T TAKE IT!" She screamed, as she approached a surprised Rainbow Dash.

She turned and let her hateful words spew out of her towards Rarity. "YOU CAN'T STAND THE FACT THAT I'M PRETTIER THAN YOU! I'VE BEEN SOCIALLY AWKWARD MY ENTIRE LIFE, AND WHEN I FINALLY OPEN UP AND HAVE A WONDERFUL NIGHT WITH A HANDSOME STALLION, ALL YOU CAN DO IS TRY TO BRING ME DOWN! WHAT'S THE MATTER RARITY, THE COLTS DON'T CHASE YOU ENOUGH? YOU DON'T GET ENOUGH ATTENTION, IS THAT IT? WHEN WAS THE LAST TIME YOU HAD A PASSIONATE NIGHT WITH A STALLION? YOU DON'T HAVE THE RIGHT TO JUDGE MY LOVE LIFE, MY WORK OR ME!" She yelled as she got nose to nose with the dressmaker.

"HOW DARE YOU! WHAT KIND OF FRIEND WOULD THINK…" Rarity stopped herself in mid-sentence and suddenly backpedaled, her eyes wide with fear.

"Twilight, what happened to your face?" She gasped out in fear.

Twilight came forcefully back into reality with that comment. "What do you mean?" She asked. "There is nothing wrong with my face!" She said as she trotted towards the mirror in the main room.

She looked at herself and gasped. There were sores forming all over her face, and small hairs sticking out of her chin. She felt them with her hoof, and whimpered. She had to find out what was wrong.

"Face it, Twilight! Something went wrong during that experiment! We're really worried about you! This isn't who you are, you've changed!" Rainbow Dash exclaimed.

"Get out." Twilight muttered under her breath.

"Twilight?" Rarity asked, tentatively approaching her fellow unicorn.

"I SAID GET OUT!" Twilight screamed with tears in her eyes. She used her magic to force Rarity and Rainbow Dash out the door they came in, and slammed it in their face.

_'What's happening to me?'_ She thought to herself. She started breathing heavy as she ran down to her lab.

**I hope everyone is enjoying this so far. Next time, Ponyville's resident party planner makes her first appearance! See you in chapter 6!**


	6. Chapter 6

CHAPTER 6

Twilight Sparkle slammed the door to the basement, and ran as fast as she could down the stairs. She slipped and fell on something gooey, sliding down the last few steps. She landed with a small thud, groaning as she got to her hooves.

'_What in the hay just happened?'_ she thought to herself. She looked back and gasped at the sight; a clear gelatin-like substance had seemingly splashed itself about the stairs. She sat down and inspected her hooves. Her front hooves had lost some skin and hair, leaving some white, bone-colored membrane where her fur was supposed to be. On the backs of all four hooves, there were large balls filled with gelatinous pus, one on each hoof. As she inspected these pouches further, she saw that the one on her back right hoof had burst, causing her fall on the stairs. She poked the one on her front right hoof with her front left hoof, and after some prodding it burst like a balloon, sending the putrid substance splashing outward and dripping to the floor. Her eyes went wide at the scene. She quickly levitated a towel to herself and cleaned up the mess on the stairs and basement floor. With that task completed, she levitated more towels over and wrapped her hooves in them.

She steadied herself slowly, and made her way to the desk by the computer. _'I have to find out what's wrong! Do I have a disease? I need to know what's happening to me!'_ she thought to herself as she started going through notepapers and books.

Several hours later, Twilight slumped over her calculations. She had taken some blood, and doing a quick analyses yielded more questions than answers. Something did not add up. The blood did not react like pony blood, or any other blood that she had ever studied.

"What does this mean?" she said aloud.

She trotted over to a mirror that was in the far corner to examine the hairs that Rarity had spotted earlier. Upon examination, they were more needle-like in appearance than she had originally thought. She levitated scissors to her face and cut one of the hairs off her chin. She put it through as many tests as she could think of. She was getting very confusing results, so she decided to analyze the data from her teleport more closely.

Using her magic, she activated the computer's printer and printed out her teleportation. As she read the data, her eyes widened, and she jumped back from the table in abject horror.

'_The computer is reading two data patterns! There should only be one! I was the only one inside the pod… Right?'_She asked herself in her mind.

She activated the computer with her magic again, and printed out another sheet. "I have to isolate this other pattern, and find out what it is!" She hissed to herself.

She studied the sheet in detail, unsure of what it meant. She huffed in frustration, and threw the paper aside. She went back to her desk and sat down, slumping over with a defeated sigh. She gingerly looked over to her right, where the hair that she had plucked was standing up, leaning onto a stack of books. Suddenly, she perked up as a thought struck her.

"I…I think I've seen that hair before somewhere," she said. She bolted upstairs and went through her science section. She found the hair on the spine of a book on the second shelf. She tore the book out of his place and dropped it to the ground in front of her. What she saw on the cover made her stomach tighten, and he breath cease for a moment. On the cover of the book, etched in the heave outer layer, was a perfectly designed fly. As she looked closer, she saw the detail of the hairs in the etching. It was a book about identifying insects. Twilight opened the book and turned as quickly as she could to the section on "Musca Domestica." She found a description and the on a diagram, she found the same type of hair that she had pulled off herself. Celestia's prized student whimpered in fear, her breathing getting heavier with every passing second. She ran downstairs as fast as her hooves would take her, and she examined the computer readouts again. The lines appeared to be over each other, as though they were one line and not two separate ones.

Then it hit her. _'The buzzing,'_ she thought to herself. She screamed as she realized what this meant. The increased strength, the primal urges that she felt, and even her increased paranoia had all made sense now. She stared at both of her front hooves for a moment before slumping to the ground and she laid her head down in her hooves, and started crying softly to herself. "What did I do…what did I do…" She kept whispering to herself in between quiet sobs.

ONE WEEK LATER…

Pinkie Pie stretched, elongating and cracking her back as she yawned. It had been a very long week at Sugar Cube Corner. The Cakes had added some new menu items, and had to head to a family reunion in Hoofington, leaving Pinkie in charge for three days now. The work hours were long, but it wasn't that hard for Pinkie to get through the day. After all, her baking made everypony smile with her delicious treats. The last customer had just left, and Luna's moon had been in the sky for a few hours now. Pinkie knew the routine by heart, and, tired though she was, hummed a little tune to herself as she started cleaning up, and making preparations for tomorrow's customers. After the front counter and shop area were clean, she made her way to the kitchen. There were pots and pans scattered about, but she was so used to the routine that she had them all clean and put away in no time.

Her last task of the evening was to take out the final bundle of trash. She went out the back door with a few bags, making her way to the trash pails. She suddenly heard a rustling by the pails. Pinkie stopped and dropped the bags to the ground as she cautiously approached the pails.

"Hello? Is somepony there?" She called out.

Suddenly, she saw a head pop up from behind one of the pails. The figure seemed to be wearing a shawl, making Pinkie even more curious about who could possibly be going through the bakery's trash. At first, she thought it was Zecora, since the coat was similar to the one she would wear when she came to Ponyville, before the community had accepted her fully. The figured turned and stammered a response to the pink party pony.

"Oh…hi Pinkie Pie," The figure said.

Pinkie raised one of her eyebrows in confusion as she recognized the voice. "Twilight? Is that you?" She said.

Pinkie walked over to the small porch lamp that was by the trash bins. Twilight shielded her eyes as the light washed over her. She watched Pinkie Pie approach her, and she shuddered. She was hoping to avoid a confrontation. She didn't know if Pinkie was still angry with her over what had happened with Angel.

"Twilight, what are you doing out here in the spooky-ooky dark? Do you want to come inside? Is this for some experiment? Did you find my rubber chicken in there? I lost it the other day, and I can't seem to find it…"

Twilight breathed a sigh of relief. It seems that Pinkie had forgiven her. Listening to her talking incessantly made her feel at ease for the first time since this whole nightmare started.

"Pinkie, please stop talking," Twilight said.

Pinkie stopped mid-sentence, and just stared at her friend. She had been asked, even demanded that she cease her babbling before, but the way Twilight said it had scared her. She had almost whimpered it to her.

"Pinkie, I'm going to have to show you something. I had an… accident." Twilight said.

Twilight then used her magic to remove her hood. What Pinkie Pie saw mad her gasp in horror and shrink back in fright.

Twilight's mane had become stringy and most of it had fallen out. Her skin had developed milky crevasses filled with a clear substance that seemed to flow like rivers throughout her face. Her eyes were sunken in with black flakes under them.

"Twilight…what…what's happened to you?" Pinkie stuttered.

Twilight sighed. "I've made a terrible mistake, Pinkie. I fixed the problem with the telepods. I couldn't let Angel die for nothing. I tried so hard to make it work, and they did. I…I tried it out on myself, Pinkie. I teleported myself a little over a week ago. At first, the change was great, but, as you can see, there was an issue with the teleportation. A fly had made its way into the telepod with me. The computer read us as a single organism, and…and…"

Twilight stammered as she got choked up trying to say the last part of this admission.

"The computer fused our DNA together, Pinkie. I'm changing, and I don't know how to stop it." She whispered.

Pinkie stared blankly at her fellow element bearer. She felt like Big Mac had just bucked her in the stomach. Her ears flattened as she felt her fear rise.

"Twilight, what does this mean? Isn't there anything you can do? Can't you just…I dunno…unfuse yourself or something?" Pinkie said, nervously.

"I'm not sure, Pinkie. I'm doing everything I can, but the science for this is incredibly complicated. I'm not sure where to even start. I still have more data to gather."

"So, what were you doing out here, going through the trash?" Pinkie asked.

Twilight looked down, startled. She found a half-eaten muffin and used her magic to lift it to her face. She looked like she was about to eat it. Pinkie Pie was about to stop her, when the element of magic vomited a light-green milky substance onto the half eaten baked good and devoured it right in front of the earth pony. Pinkie Pie thought she was going to be sick as she backed away and brought a hoof to her mouth in surprise.

Twilight looked up and realized what she had just done. "Oh, Pinkie Pie, I'm so sorry. That must have been disgusting for you to see. You see, flies eat by spitting a very corrosive acid onto their food so that they can digest it properly. It's how I have to eat now.

"Oh Twilight, what are you going to do?" Pinkie asked, approaching her friend again.

"I don't know, Pinkie. All I can do for now is look for some sort of solution. A cure, or at least a way to separate our patterns," Twilight said as she moved her right hoof up to scratch her ear.

She lightly touched her ear and started scratching. As she did, her right ear dislodged itself from the side of her head and flopped to the ground with strings of mucus-like membranes slowly fading away.

Pinkie Pie yelped as Twilight stared at her ear that now lay on the ground between them. She couldn't take it anymore. After all the stress, the fight with Rainbow Dash and Rarity, the isolation of not seeing anyone for days, she broke down and started wailing as she slumped to the floor in front of the torn appendage. She slowly crawled forward, reaching out with her bandaged hooves. The puss pockets had all burst now, and the substance it contained had seeped its way through the now ragged and dirty towels. She hugged Pinkie Pie around the pink mare's front hooves and cried softly. She looked up into Pinkie's eyes and began to whisper.

"Help me…help me, Pinkie Pie…please help me, please, please..."

**Thanks again to Krushnazag for his help in editing and proofreading. Things are going to get darker from here on in. Please review and I'll see you all in chapter 7!**


	7. Chapter 7

CHAPTER 7

"Help me." Twilight whispered to her friend.

Pinkie Pie just stared back at her blankly. Her best gift was making other ponies smile. She would meet or surpass those expectations at nearly every turn, either with a party, or just some gesture that expressed how much she cared about everypony's happiness. For the first time, however, she was at a loss. She felt horrible. Here was one of her best friends, in pain and grotesquely disfigured, and she was powerless to do anything about it. Her gift was of no use here, and she had no idea what to do.

She knelt down and softly nuzzled her friend. "It's going to be alright, Twilight. We'll get everypony together, Rarity, Applejack, Rainbow Dash, even Fluttershy. I'm sure she won't hold a grudge; you're so important to her. You're important to all of us. If we can't help you figure this out, we'll go to the Princess before it gets any worse. She has over a thousand years of knowledge and experience, Twilight. I'm sure she can help you."

Twilight stiffened at the mention of Princess Celestia. Her paranoia began to take a hold again. She had been through so much in the past few days; she hadn't even considered asking the Princess for help. She couldn't. This was different from the time she made the friendship problem with Smarty Pants. Princess Celestia had specifically instructed her to never experiment on herself. That means she disobeyed a direct order from the Princess herself. She had betrayed her, as deeply as she had betrayed Fluttershy, maybe even deeper. If she went to the Princess now, she would surely banish her. She would have to go far away from her friends, her family, and she wouldn't have access to the equipment needed to cure herself. She would be humiliated, isolated while turning into some unknown monster. She would be alone... again.

"NO!" Twilight screamed, as she leapt up at the Pink Earth Pony, knocking her on her back.

She pinned Pinkie Pie to the ground, her horn started sparking with magic. Pinkie Pie looked up at her friend terrified. She was trembling, as Twilight got nose to nose with her. Pinkie started trembling beneath the Unicorn, as beads of sweat started to appear on her forehead. She tried, but she couldn't look away from the horrifically deformed face now staring deep into her eyes.

"Pinkie, you can't tell anypony about this… Not our friends, not even Zecora. Especially, you CANNOT tell the Princess! Experimenting on yourself is one of the highest crimes in Science. She will banish me for it, Pinkie! You have to keep this quiet! Now, promise me!"

"But…but…Twilight-" Pinkie stammered before being interrupted by Twilight again.

"I SAID NO, PINKIE! I WANT YOU TO SWEAR! I WANT YOU TO PINKIE PROMISE RIGHT NOW, THAT YOU WON'T TELL ANYPONY ABOUT THIS! BETRAYING SOMPONY'S TRUST IS THE FASTEST WAY TO LOSE A FRIEND, RIGHT? YOU TOLD ME THAT, PINKIE, SO I WANT TO HEAR YOU SWEAR IT!" Twilight screamed at Pinkie Pie.

Pinkie remained silent for a moment, as tears started to form in her eyes. She had been yelled at before, but never like this. This was worse than the tongue-lashing Fluttershy gave her and Rarity while under the influence of that Minotaur monster. She winced as Twilight put pressure on her hooves as she held her down.

"Twi…Twilight, you're hurting me. Please stop!" Pinkie whispered, with tears streaking down her face.

Twilight's blood boiled, as she screamed in the pink Pony's face. "YOU WANT ME TO GO AWAY IS THAT IT? YOU'RE SO WORRIED ABOUT OTHERS BEING YOUR FRIEND THAT YOU ARE READY TO JUST THROW ME AWAY LIKE THAT TRASH OVER THERE! YOU DON'T WANT ME AT YOUR PARTIES, OR IN YOUR LIFE! ADMIT IT! ADMIT THAT YOU WANT TO SEE ME GO AWAY FOREVER, OR SWEAR TO ME THAT YOU WILL BE MY FRIEND AND KEEP THIS TO YOURSELF!"

The pink mare brought her hoof up slowly and started to recite the promise while going through the motions of the ritual.

"Cross my heart, hope to fly, stick a cupcake in my eye." She stammered out in between sniffling and whimpering.

"Thank you, Pinkie. I knew I could count on you," Twilight said softly.

She backed away from Pinkie Pie, and let her get up of her own power. She turned to go, levitating some of the half-eaten baked goods and her now defunct ear in front of her. She tilted her head towards Pinkie.

"Remember, Pinkie, not a word. I will figure this out, so don't worry. Everything will work out. I promise." She said, forcing a smile.

She rushed off into the night, leaving a stunned Pinkie Pie to absorb what had just happened.

A FEW DAYS LATER…

Applejack raised her back hooves and bucked the tree in front of her with all the strength she had left. It was a long day, and this was the last tree in the south field that she needed to get the apples from today. Once she had gathered up the fresh apples, she made her way back to the barn. She loved her friends and her family, but she enjoyed these moments of quiet on Sweet Apple Acres. It gave her time to think. Working with her hooves had always helped her gain moments of clarity, and dwell on life's vicissitudes. She had time to analyze whatever was going on in her life. It was precious to have some time to gather your thoughts, and right now, Applejack had a lot on her mind, mostly, revolving around a certain purple Unicorn friend of hers.

After she put the last barrel away, she slowly closed the creaking barn door, locking it before turning to go in the house. She was confronted by the large figure of her brother. Despite his quiet demeanor, she knew when something was on his mind. Growing up with him, she had quickly learned his body language. He wanted to talk about something, it was practically written on his face. She sighed inwardly. It had been a long day, and she did not feel like having a serious conversation right now. She was tired, hungry, and a bit irritable at the moment, considering what had happened recently.

"Sis, I wanted to talk to you for a sec. You've been brewin' for a while now 'bout what happened with Twilight Sparkle. I know what she did was wrong, but ya can't let this stew anymore. I know its tearin' you up not seeing her, so why don't you go over there and talk things out, will ya?" he stated calmly.

Now she was really irked. Big Mac had another habit when he had these little talks with you. The problem was he was usually right. Applejack grunted in frustration, and started to walk around the large stallion.

"Now listen here, Big Mac, this ain't none of yer business. While I appreciate the sentiment, I'll be the one to solve mah own problems, thank you very much. And for yer information, she was more than just wrong. She was reckless, thick headed, and she took the life of one of our friend's pets. Have you seen Fluttershy lately? Ah know Ah haven't! And why is that again? Oh, that's right. She's been so depressed she won't even leave her cottage! It's gotten so bad that the animals are startin' to take care of her! Ponyfeathers, I had to bring her a bushel of our best apples just to make sure the poor gal had somethin' to eat! Where is Twilight, anyway? She hasn't been by to apologize to Fluttershy, Ah can say that much! She even started a fight in town, and kicked two of her best friends out on their flanks, while screamin' her head off at them! Even when Rainbow Dash and Rarity both went back to try and talk things out, she wouldn't even let them in the door or just ignored'em when they came by! Sorry, but until she starts actin' normal, Ah'll steer clear. Ah have plenty to do here, so Ah'll just wait!"

Big Mac just stared back at her, seemingly unconvinced. They stared at each other for a few moments before the orange mare finally relented. Huffing to herself, she turned around and started walking back towards the house.

"Alright, fine! Jus' lemme get washed up, ok?" She said quickly.

Big Mac gave a soft smile as he turned to go about his business, clearly pleased as his results.

By this time, night had fallen, as Applejack made her way through Ponyville, and towards the library. She was treading slowly, trying to collect her thoughts for the coming conversation that was likely to be awkward. As she reached the door, she noticed a sign on the outside of the library hanging on the door.

"What in tarnation?" Applejack muttered under her breath as she approached the sign.

The sign read, 'Closed for renovations. Will reopen soon- Twilight Sparkle.'

_'Well, that sure is funny. I don't recall any sort of construction going on here recently. It hasn't been that long since I talked to Twilight, and she would have mentioned sumthin' I'm sure._' She thought to herself as she rubbed under her chin with her hoof.

She walked around the tree building to inspect the property. She looked for any signs of construction. They were always working on the property over at the farm, so she was quite familiar with what it was supposed to look like when doing renovations. She saw no signs at all of any work being done on the tree house.

_'Hmm… Maybe the renovations are being done on the inside? Oh well, only one way to find out, I guess,'_she thought to herself.

She approached the door tentatively, using her left hoof to gently rap on the door. She waited for a moment, and she didn't hear anything, so she knocked again, this time harder. This time, the door slowly opened with an eerie creek. She waited for a moment before she walked in. It was so dark, she couldn't see in front of her face. She had had enough of waiting, and decided to call out to her fellow element bearer.

"Hey, Twilight, it's me, Applejack. Are you in here?" She said in a raised voice.

Suddenly, all the lights went on. Applejack had to shield her eyes from the sudden change. She looked around and didn't see anyone in the main room for a moment. Then, a voice rang out above her head.

"Oh! Hi, Applejack! What brings you here?" Twilight said.

Applejack looked around. She couldn't tell where the voice was coming from, so she decided to call out again.

"Twilight? Is this a new invisibility spell or sumthin'? Where the hay are ya?" She said while looking around.

"I'm up here, AJ! Look towards the ceiling to the right!" Twilight answered.

Applejack did as asked and almost jumped out of her skin. Twilight was walking on the ceiling, and crawling her way down the side wall towards the ground.

"Tw…Twilight? Is… Is that you?" Applejack gasped.

"Of course it's me, AJ? Who else would it be? What, do I look different to you? Oh wait, don't answer that." Twilight said after she jumped to the ground, giggling madly.

Applejack slowly approached her friend. "Twilight, what in Equestria happened to you?" She said as she got closer.

"Science happened, AJ! Science! You see, it wanted something from me, I think. I'm changing! I'm turning into a whole new creature! This is the most interesting experiment I have ever been a part of!" She exclaimed, while her eyes darted back and forth, not focusing on the farm pony in front of her.

Applejack could not believe what she was hearing. It was Twilight's voice, but her body looked like it was burnt in a fire. There were sores all over her, with white pouches that looked like cocoon webbing scattered over what was left of her fur. He face looked horribly disfigured, and her teeth looked like they had been ground down to sharp edges. Her mane was almost completely gone, and the hair that was left had become stringy and wispy like cotton. Her ears were gone, and her cutie mark was faded on her flank.

"What experiment? Twilight did you do something to yerself? What caused all this?" Applejack asked.

"Well, no one else wanted to use the telepod after I went and fixed it, so I had no choice but to try it out. Isn't it interesting? I think I'm going to write a paper on this! Document my changes; I may even get invited to a scientific symposium! Wouldn't that be exciting?" The element of magic clamored as she moved about the room nervously.

"What do you mean yer becoming a new creature?" Applejack asked. Her friend was clearly not in her right mind, so she thought it best to ask as many questions as she could. Ironically, this was a method of intelligence gathering that she had learned from the unicorn herself. She needed to dig deeper and find out what the root cause of this was.

"A fly, AJ. Nature has selected me to become a unicorn fly. Hmm… that poses an interesting question. What would I call myself? A Flycorn? A Unifly? I think Unifly sounds better. I will probably need a new name too. Twifly Sparkle, I guess? On second thought, that sounds like something Pinkie Pie would come up with. I'll work on it, anyhow."

Applejack was stunned. Not only was one of her best friends turning into a hideous creature, but she seemed to enjoy it! She had seen Twilight like this before, but to be in this state was unimaginable. She needed more.

_'I jus got to keep her talkin'. Then I can get to the bottom of this.'_ The earth pony thought to herself.

"Well, gee, Twilight, that's mighty interestin' and all. Say, how did you lose yer ears, anyhow? I'm sure that's an interesting story." Applejack said.

"Oh! That's right! Here, let me show you!" Twilight said with giddy excitement. She hooked her friend's hoof with hers and dragged her over by the basement.

Applejack's hoof felt like it was being ripped out of her socket. _'In the name of Celestia, mah shoulder is gonna be sore fer a week now! How in the hay did she get so strong? She must be stronger than mah brother!'_She thought to herself.

Twilight took her towards the entrances to the basement. There was a little shelf where some of the library books used to be. On it, were different body parts and sampled in glass jars, each of them labeled accordingly. Both of Twilight's ears, pieces of skin, hair, and what looked like blood samples. There was a small wooden sign behind them on the shelf that read in very crude paint: 'Twilight Sparkle Museum of Natural History."

Applejack had seen enough. As much as it frightened her to do it, she had to confront Twilight. She didn't know why her friend seemed like she was in denial, but she had to snap her out of it somehow.

"Sugarcube," the element of honesty started, "You aren't alright. Please let's all get together and talk about this. I'm sure there is a way to fix you! We'll get the Elements of Harmony together. Maybe they can stop this…transformation."

Twilight's expression softened.

_'Good, looks like this is workin'. Gotta lay it on thick now. Get her to listen to reason.'_

Applejack turned to her friend and put both hooves on her shoulders, while she tried desperately to talk some sense into her friend.

"I'm scared for ya, Twilight. This… all this… It just ain't normal! If this continues, who knows what'll happen. We ain't gonna lose ya, Twilight, I can promise ya that! We'll help ya in any way we can. We'll even get the Princess! I know she can do something!"

Twilight immediately pushed her friend away from her. Applejack staggered back in surprise.

"I don't need the Princess's help, AJ! I'm perfectly capable of studying this on my own, and I resent the fact that you think I'm not in control here! I can assure you, I'm fine, and I've never felt better or more alive in my life!" Twilight shouted with exuberance.

Applejack continued, "Yer not well, Sugarcube! Yer sick! Please, let us help ya!"

Her pleading was ignored, however. Twilight was getting angrier by the second at her friends. Her stance became low, and she huffed like she was ready to attack. How could one of her best friends doubt her word? She had proved herself time, and time again, but despite all of her strengths and triumphs, Applejack still looked at her as a helpless little filly when it can to anything physical.

"I'M NOT SICK! I'M BETTER THEN I EVER HAVE BEEN! I CAN CLIMB WALLS! YOU SAW! YOU HAVE ALWAYS JUST THOUGHT OF ME AS AN EGGHEAD, AJ! YOU NEVER THOUGHT I WAS STRONG, LIKE YOU! JUST A WEAK LITTLE UNICORN THAT WILL NEVER BE A MATCH FOR A STRONG APPLETREE-BUCKING EARTHPONY! WELL, I'VE GOT NEWS FOR YOU, AJ!" Twilight exploded.

She leaped over Applejack, and ran towards the door and stopped at the wall by the enterance where the bookshelves began. She got on her hind legs and began hitting the wooden wall, sending large pieces of wood flying as she pounded away.

"DOES THIS LOOK WEAK TO YOU, AJ? HUH? DOES THIS LOOK LIKE AN EGGHEAD WHO CAN'T HANDLE HERSELF? CAN YOU DO THIS? CAN BIG MAC?" She screamed.

"TWILIGHT, PLEASE STOP!" Applejack shrieked.

Twilight turned to her with a furious glare breathing heavily.

"I… I jus dunno who you are anymore. Yer not the Twilight I know. The Twilight I know never acted this way. The Twilight I know would never act this way towards her friends!" Applejack whispered, as she felt tears well up in her eyes.

She turned to leave, and made a sprint for the door, when Twilight stuck out her hoof and threw her back towards the center table in the main room. Applejack grunted, as her back struck the table and she slumped to the floor. Twilight levitated a book towards her and set it down in between them a few feet away.

"Don't share what you have seen with anyone, Applejack. Not other ponies and not the Princess. By the way, there is something else that I can do. You may want to step aside." The unicorn stated calmly.

Applejack was truly afraid now, and scampered away, frightened of what Twilight was going to do. Twilight heaved mightily, as a light green milk escaped her throat and splashed all over the book. It immediately started melting. Applejack huddled in fear as she watched the book quickly melt into nothing, mere feet from her. As Twilight stood erect, she slowly made her way over to her now trembling friend. She stuck her chin in the air and looked down on the orange mare with distain.

"I know that Granny Smith likes to take afternoon naps alone in her rocking chair in her bedroom. I know Big Mac's schedule for apple-bucking those large fields, fields so easy for one to get lost in." Twilight leaned in and whispered into Applejack's ear, "And I know when Applebloom gets out of school every day. You know her, she loves to get herself lost, right AJ?"

Normally, if anyone ever even thought about threatening her family, she would buck them into next week. Twilight had already shown how strong she was, however. Applejack felt helpless with the unicorn standing above her. All she could do right now was plead, and hope that some part of the Twilight she knew was still in there.

"Please…Please, Twilight, don't hurt mah family! Ah won't tell anyone, I swear! It'll be between you and me, ok? Just between us friends right?" She stammered as tears streamed down her face.

Twilight suddenly snapped back, realizing what she just did. A look of regret formed on her face, as she backed away. She tried to speak, but she didn't know what to say.

"Applejack…I'm sorry, I…" Twilight said softly.

The element of honesty didn't wait for the apology. She turned and ran as fast as she could out the door, leaving Twilight Sparkle in the library, ashamed and alone.

**Well, I hope people are enjoying this fic. I am trying to incorporate some of the feedback I've been getting, so hopefully I did ok. Anyway, please review, and see you in Chapter 8!**


	8. Chapter 8

CHAPTER 8

Twilight stood in the center of the library. She watched as Applejack, one of her best friends, ran from her in terror. She was ashamed, embarrassed by her own foolish behavior. Her eyes darted nervously away from the door where she saw the farm pony sprint through the opening in fright. She looked down at her deformed hooves and placed her head in them.

_'How could it have come to this? I've frightened Pinkie Pie and Apple Jack, two of my best friends! I've been through so much with them, and here I am threatening their well-being! I threatened AJ's family, for Equestria's sake! I wouldn't be surprised if they hated me! I really am turning into a monster!'_ She thought to herself, as her eyes started to well up with tears.

This had to stop. She was spiraling out of control, pushing her friends away, and with her experiment going awry, going through an unknown change, she couldn't predict, and if she couldn't predict, she couldn't control. Twilight needed to be in control, it was just in her nature. She was losing her grip on the world around her, and the pressure was getting to her. It was making it harder to think, harder to reason. What was the next step? Where did she go from here? She had too many thoughts, to many questions. She needed to regain her composure. Taking a deep breath, Twilight stood up, and made her way back to the basement. She made her way over to her notes, and began her calculations. She had to concentrate extra hard, possibly a side effect from the transformation. She was determined, however, to find a cure. If she could reverse this transformation, she could go back to her friends. She needed answers, and she was determined to find them.

TWO WEEKS LATER…

Fluttershy awoke with a scream, shooting up out of bed. Sweat drenched her form, as the moonlight washed over her through her half open curtains. She was taking in gulps of air as she nervously looked around her bedroom. She had not been able to sleep since the "incident." She could not even bring herself to acknowledge the event itself, simply labeling it something generic in order to give herself some piece of mind. Being an animal caretaker, one sees things that can be horrible. She has seen her share of death. After all, only the alicorns are immortal. It was always hard for her to lose a creature, but she had always accepted it as a natural way of life. What happened with Angel was something entirely different, however. She had trusted her friend. Twilight was one of the most trustworthy ponies she had ever met. Yet, on that day, her friend betrayed her trust. Twilight had sacrificed it to her machines, and her own hubris. Could she ever look her in the eye on her again? Could she ever forgive her? The Pegasus had been mulling over these questions for weeks now. She was no closer to an answer than when the "incident" occurred.

_'I guess I just have to give it time. Maybe a cup of nice warm tea will get me sleeping again,'_ she thought to herself.

She made her way downstairs slowly. Even her own house could be scary at night. There were shadows everywhere. She could hear the soft snoring of all the little creatures that took up residence there. Occasionally, one of them would shift, causing Fluttershy to jump. She was able to maintain her composure, at least long enough to make it into the kitchen. As she made her way to her cupboard, she heard a rustling. At first, she thought it was one of the animals in the pens outside. It startled her a bit, but she quickly went back to what she was doing. She heard the noise again. This time, she could tell it was coming from the chicken coup. She gulped as she stepped tentatively towards her door. She opened it slightly, looking at her pen. She could only make out shimmering images thanks to the moonlight. She lit her lantern, and made her way out the door. As she got closer to the chicken coup, she began to muster the courage needed for a sound to escape her throat.

"Hel…Hello? Is…Is there somepony there?" she stammered, as she slowly made her way towards the pen.

Suddenly a cloaked figure appeared at the entrance. The figure had one of her chickens in its mouth. She knew which animal it was immediately.

"Elizabeak? Who are you? What do you want with Elizabeak?" she shouted as her anger started to replace her fear.

The figure didn't respond. Instead, it moved forward at an incredible speed. Elizabeak was squawking, trying desperately to get away. Fluttershy threw herself into the path of her animal's assailant, only to be bowled over. Fluttershy grunted as she tumbled away, hitting her head on one of the posts that held the pen in place. Her eyes went blurry as she saw the figure taking off in the distance. She reached out with her hoof, letting out a soft moan before passing out.

Rarity sighed as a wave of tiredness overwhelmed her. It was the last project of the night, and she had worked late into the evening on it. It was for a very important client in Canterlot. It was an emergency job, but she wanted to be there for her customers. After all, she wanted to maintain her reputation as a dressmaker and fashion designer that anyone could turn to in their hour of need. If she could show the Canterlot elite that she could handle any situation at any time, she would develop even better contacts than she already had. Even though she had a lovely face, she was shrewd business pony, and she looked forward to moving onto the next level of her career. However, even now, while working on a Canterlot ensemble, she was still preoccupied by thoughts of home.

'_It has been awhile since I've seen the poor dear. I hope she is all right. Knowing her, she probably figured out what the problem was though, so I needn't worry,'_she thought to herself.

Twilight had worried her during their argument a few weeks ago. Her fellow unicorn seemed different somehow. Ever since that day, when she spotted those sores on her face, she hadn't heard anything from her. It wasn't odd for Twilight to get caught up in something scholastic. After all, she was the prized student of Princess Celestia, and always working on some sort of research project. Twilight's behavior became strange as of late, however. She hadn't seen her friends in over a month. Rarity had stopped by the library herself plenty of times. Deep down, she knew the sign was a fake, but a lady never intruded where she wasn't wanted.

She was slowly changing her mind on that subject however. She had noticed a recent difference in her friends' attitudes and behaviors. Pinkie Pie for instance, always seemed to be drifting in thought. Usually she had her own opinions and theories on a subject, and was quite vocal about them. Now, however, she seemed quiet, if one can believe. She would just stare into the distance, and would just say, "It's nothing" when anyone asked.

Rainbow Dash had been busy with the weather and training, so Rarity hadn't really seen her very much in recent weeks. When they would get together, Rainbow would just scowl and huff to herself muttering about how the "egghead" needed to learn better manners. Rarity just assumed that it was her bravado talking. She knew that the pegasus was just worried for her friend and this was her way of showing it. She had just as much success contacting Twilight as she had.

Fluttershy was still a wreck. Rarity had tried numerous times to cheer up her gentle companion, but to no avail. She would bring her something to eat once in a while, but she mostly gave the pink haired mare her space. The one that worried her the most was Applejack. Applejack was always a terrible liar, but now she seemed more skittish than Fluttershy, if that was even possible. When they were together, every little sound made her jump, and her eyes darted nervously from side to side while they talked. She would never stay anywhere long, always making a transparent excuse to get back to the farm.

Rarity huffed in frustration. Didn't Twilight know that her friends just wanted to help her? They had all been through so much together, and Twilight would not even talk to anyone, let alone ask for help. She could be stubborn, though, especially when it came to her studies. The fashion designer yawned as she made her way over to her bed. Usually, she would prim herself up before settling in for the evening, but she was just so tired and worn, not just from the project, but also from her emotions. She shut out the light, and sandwiched herself between her covers and mattress, and was soon lightly snoring. Opalescence watched her owner fall asleep and decided to join her by hopping up on the side of her bed and making a little spot for herself. She curled into a ball, and rested her head gently on the blankets, as she drifted off to sleep.

Twilight hung over the side of Rarity's window, waiting for the time to strike. She heard the soft purring of her friend's feline companion before she lightly touched down in her fellow unicorn's bedchambers. She started to move towards the bed and stopped at the foot of it. She just stared at her friend's sleeping form. It amazed her that even asleep she could still look so beautiful. Using her magic, she gently lifted Opalescence off the bed and made her way towards the window with the feline in tow. She looked back one last time, a look of longing crossing her face.

"I'm sorry," she whispered softly. Within an instant, she was out the window and using her newfound gift to scale the side of the house as she made her way back to the library.

Rainbow Dash tossed and turned in her bed. She had a scowl as she thought back to earlier that day. Her training session was lacking lately. Every time she went to do a trick, she kept messing it up. She didn't want to admit it to herself, but she was worried about Twilight. The pegasus was quicker on the uptake than most ponies gave her credit. She had noticed the changes in her friends, Applejack being more skittish than Fluttershy, Pinkie Pie not laughing and smiling nearly as much as before. If she followed the timeline back, it all started to happen when Twilight used that machine on herself. She still couldn't believe that the purple unicorn had taken such a big risk. She would be impressed if it wasn't so foolish. Twilight was practically a scientist, so she should have known better. Now the element of magic has barricaded herself in her library and won't talk to her or anyone else. She couldn't sleep now, she was too angry. She got out of bed and flew through the window into the night sky. She thought that the fresh air would do her some good. She didn't want to be alone, though. She couldn't wake anyone else up, so she made her way to a tree on the outskirts of Ponyville where she had made a little nest for her pet tortoise, Tank. She landed gracefully in front of the little nest spot and called out softly to her pet.

"Hey, Tank. You awake? Sorry, buddy, I just don't feel like being alone right now. Mind keeping me company?" she whispered.

She moved the door away from the small enclosure, and looked in the hole. It was rather dark, so she moved over to let some moonlight in. The nest was empty. She dug around with her hoof, looking to feel for her little friend's shell. Again, there was nothing. She backed away and looked at the opening curiously.

"Hmm… that's weird. He couldn't have gone that far. He's only a tortoise, after all," she said to herself.

She looked around and noticed a figure walking off in the distance. _'Who else would be out at this time of night?'_she thought to herself. She called out to the stranger. When the figure turned, she saw that whoever it was, was wearing some sort of cloak, like the ones that Zecora used to wear. Beside the stranger was Tank, asleep, and apparently wrapped with magic.

"COME BACK HERE!" Rainbow Dash shouted as she took to the air after the kidnapper. She quickly gained on her adversary, and dove in for a tackle, but was surprised when the mystery pony dodged the attack. She tried again with the same result. _'Who is with this guy? I've never such quick reaction time! Even from Pinkie Pie's Pinkie Sense!'_The pegasus had enough. She shot ahead and touched down right in front of the cloaked figure.

"HOLD IT RIGHT THERE, YOU THIEF! IF YOU THINK I'M GONNA LET YOU TAKE TANK, YOU'VE GOT ANOTHER THING COMING!" she yelled as she charged forward.

The mysterious figure stopped dead in its tracks, as it braced for Rainbow Dash's approach. Just before Rainbow Dash reached her target, the stranger moved. It ducked and bucked straight up, catching the element of loyalty right in her belly. She felt the wind leave her lungs as the kick thrust her skyward. She tried feebly to flap her wings, but ended up crashing into a heap on the ground. She moaned as the figure slowly walked up to her. Her vision was blurry, and then went black as a hoof struck her face.

"Pinkie Pie, are you sure you don't want something to eat, dear?" Mrs. Cake asked after she finished wiping down the counter. She was worried about her employee. For the last few weeks, she was not her usual cheerful self. Sure, she was fine with the customers, but the co-owner of Sugar Cube corner had spent enough time around the pink party mare to know that something was amiss.

"Oh, no thank you, Mrs. Cake. I think I'm just going to go to bed. I'm pretty tired," Pinkie said, as she made her way to the staircase.

"Pinkie Pie, Is there something bothering you? You just don't seem to be yourself lately," her boss and friend said as she approached the earth pony.

"Did I do something wrong, Mrs. Cake? I thought that was where the new flour delivery was supposed to go. I didn't mean…" Pinkie stammered out.

"No, Pinkie, your work has been just fine. I'm just worried about you. You know you can always come to me if you have something on your mind, right?" Mrs. Cake said.

"Of course, Mrs. Cake. Thanks, but really, I'm just tired. Good night, I'll see you in the morning," she said quietly. She made her way to her room, and got into bed. Gummy, her pet alligator, just stared at her. She sighed and turned over closing her eyes. She couldn't help but worry about Twilight. What she had seen… It just wasn't natural. Twilight had made her promise not to tell anyone anything about that night, and she desperately wanted to keep that promise, but it was getting tougher and tougher to hold out. She was so confused, so conflicted. To her, it was simple. She made a promise, and she had to keep it. As time went on and she saw the subtle changes in her friends, she was starting to realize it was more complicated than that. She needed to let out her worry and frustrations. She knew her friend needed help, but she had made a promise, and she didn't want to betray her friend's trust. Her emotions finally took their toll on her energy, and she was soon fast asleep. She hadn't noticed the figure lurking by her window.

Twilight had waited patiently until her pink friend was asleep to make her move. She crept into Pinkie's room and gently made her way over to Gummy. He didn't seem to notice, and didn't even jump when she picked him up with her magic. There was one last stop to make.

'_And now, to see Applejack,'_she thought to herself as she made her way back to the library with the alligator in tow.

Applejack looked terrible. Ever since the incident with Twilight, she was looking over her shoulder at every turn. Every little noise bothered her, and she had barely slept. She needed to keep a constant eye on her family. Even though she knew she was no match for Twilight in her current state, she hoped she could at least talk her out of doing any real harm to her kin. She had never been more scared in her life. Even her subconscious was no escape as the incident had cause nightmares. She was reliving the experience over and over again in her mind. Big Mac and even Granny Smith had to wake her up since it turned out she was screaming in her sleep. Things finally came to a head last night when Applebloom walked in on her as she was having an episode. The poor filly cried her eyes out at the sight of her sister, the strongest, most dependable mare she knew, writhing and crying in her sleep.

The arguments didn't help either. Big Mac and Granny Smith both had confronted her on numerous occasions about the bad dreams and the nervous behavior. It was easy to deal with Granny Smith, since Applejack could just change the subject. Her attention span wasn't what it used to be. Big Mac was a different story. At first, he would let it go, but now their discussions had degenerated into screaming matches. He knew that she was a terrible liar, and that didn't help her case when she tried desperately to make up excuses. The biggest one was last night after what had happened with Applebloom. He was so angry that his sister wouldn't let her in emotionally. It finally came to a head when the farm mare broke down in tears and hugged her brother with all her might. She sobbed into his thick coat making it sopping wet. Big Mac could not resist the sensation and feeling of her sister's body wracked with sobs, huddled into his chest like a filly. He had just let her cry herself to sleep, and she had taken today off from her farm duties to rest after such an emotional night.

She went to lie in bed with Wynona lying down beside her on the floor. She tried to get in comfortable position, when she heard footsteps. She gasped as she looked at the window in her room. The steps seemed to be coming from outside the house. A cloaked figure appeared in her window and leaped into her room. She froze with fear. She tried to scream but she only whimpered as the figure moved forward.

"Hi…AppleJack." The figure whispered softly.

"Twi…Twilight! Pl… please don't hurt me! I didn't tell nopony! I swear!" she stammered with tears forming in her eyes.

"Its ok, AJ. I'm sorry. I was rude and mean to you and you were only trying to help. I should never have threatened you or your family. That's not how friends are supposed to treat each other," Twilight stated.

She moved forward towards the earth pony, and continued.

"AJ, I've gotten worse. A lot worse." The unicorn used her magic to lower her hood and Applejack almost vomited at the sight.

Twilight was now a walking mummification of flesh. A thick outer layer completely replaced her skin and fur coat, and there were huge bumps and growths all over her. Her eyes were sunken in, and her muzzle was pushed in. Her mane was gone, and so was her tail. Her outer layer was a dark grey color, with even more white web pockets and decaying pieces of epidermis scattered about.

Applejack started to cry. She couldn't believe what was happening to her friend. "Sugarcube," she whispered as she reached out to her, all previous anger and fear gone at the sight of her friend's decaying body.

"AJ, I think I have a way out of this, but I need help. I need….Wynona," Twilight said, hesitating on the last word.

Applejack's eyes went wide, and she was about to protest, when Twilight stopped her again.

"AJ, I need to do this. I… I don't think I have that much time left, and I only have time to run this experiment once. I know it's a lot to ask, but AJ… I… I may be dying. Please, help me. Please don't let me die."

Applejack's world had collapsed. Wynona was a part of her family, and she was sure that whatever Twilight had planned, that she would never see Wynona again. How could she refuse her friend? It's not as if she could stop her if she tried. She just wanted the madness over, and if this is what it took, then so be it.

"OK, Twilight. I trust you. Please be careful," Applejack said.

Twilight nodded and picked up the sleeping Wynona with her magic. She made her way to the window and turned to her friend once more.

"AJ, I am so sorry. For all of this. I didn't mean to cause anypony pain like I have. Please, gather the other element bearers tomorrow night in your barn. I will come by and explain everything. I've kept so much from everypony, but I promise I will tell everypony the truth tomorrow. If this experiment works, I should be able to take the next step in saving myself… and AJ?" Twilight said.

Applejack looked up at her.

"If… if anything happens to me, I just wanted to say thanks. For everything, "Twilight said as she made her way out the window and back towards the library.

Applejack ran towards the window and watched the unicorn and her dog disappear into the night. She cried to herself softly knowing that was the last time she would ever see Wynona alive.

I'm sorry this chapter is a bit late. I got caught up with some stuff over the weekend. Anyway, please review, and see you all in chapter 9…


	9. Chapter 9

Fluttershy slowly opened her eyes as she felt droplets of water splash onto her face. She cringed, as the sun invaded her vision. The pegasus gingerly lifted her head to see one of her squirrels standing over her with wet paws, looking at her in concern. She pushed herself up on her front hooves, her head drooping from the pain by her eyebrows. Shaking her head seemed to be a mistake, causing her more pain than she was already in. She winced and put her right hoof to her head to inspect the area that was giving her trouble. It felt sticky and matted. The pink haired mare drew her hoof back, and gasped as she saw blood. It was all starting to come back to her. She went to make herself some tea last night, there was a noise coming from her pen and when she went to inspect it, there was a figure holding Elizabeak.

"ELIZABEAK!" Fluttershy screamed as she tried to get up.

Unfortunately, her body didn't comply as she simply staggered for a moment and then collapsed on the ground again. She sighed to herself. She wanted to help Elizabeak, but it seemed that in order to complete that task, she had to take care of herself first. She thanked the squirrel who attempted to wash her face, as she slowly made her way back to her cottage for some much-needed medical attention.

Rainbow Dash was sitting up and staring at the ground with a scowl on her face. She awoke with the morning sun, remembering all too well the events from last night. Her mid-section was sore from the hit she took, and she rubbed her belly with her left hoof in order to try to dissipate the pain.

'_Who the hay was that last night? And how did he… or she… get so strong? The cloak looked like one of Zecora's, but whoever it was, was clearly using magic. What would Zecora want with Tank, anyway? This makes no sense. Guess I had better head over to Zecora's, anyhow. It's the only lead I've got! Maybe she could tell me if she loaned that coat of hers to anypony."_Rainbow Dash thought to herself.

Her mid-section still hurt a bit, so she decided to fly low and slower than she usually did. She grumbled to herself under her breath. "When I find whoever did this to me, they are gonna pay!"

Rarity made her way over to Sugarcube Corner, as she was surrounded by the hustle and bustle of Ponyville's market center early morning rush. Although she had had a good night's sleep, something just didn't seem right. She hadn't seen Opal all morning and it was starting to worry her. She usually showed up next to her as soon as she woke up demanding her breakfast. However, this morning was unusually quiet for the seamstress. She had asked Sweetie Belle before she went to school if she had seen her feline companion, but the filly said that she hadn't. Maybe she had snuck out during the night? No, she wasn't really an outdoor cat, unless it was for one of their play dates with her friends. So, then where was she?

"Hi Rarity!" Pinkie Pie said, startling her unicorn friend.

"Oh! Pinkie Pie, I'm sorry! I must have been lost in thought all the way up to the counter. I do apologize. Before I order though, I'd like to ask you; have you seen Opal? I haven't seen her since I went to bed last night. I can't find her anywhere, and she usually isn't one to leave the house without an escort." Rarity stated.

"Nope, sorry, I haven't seen Opal at all. Actually, now that you mention it, I haven't seen Gummy anywhere either! Usually, we settle in together too, but I haven't seen him all morning, and I checked all of his hiding spots, like the bath tub, under my bed…" Pinkie Pie said.

While the pink party mare continued on and on, Rarity became lost in thought._'Hmm…This is certainly strange. I wonder if they went off together? Oh, listen to me, I must be hanging around Pinkie too much, that sounds like something she would say.'_

"Um…hi, Rarity…Pinkie Pie," A voice called softly from behind Rarity.

"Applejack, what in Equestria happened to you? You look terrible! Have you been crying?" Rarity gasped as she turned to her fellow element bearer.

"No, Ah'm not alright. But, Ah can't talk about it right now. Please come to the barn after sundown, and we'll talk then. It's important. Please," she stated solemnly, not even looking Rarity in the eye.

"AJ, what's wrong? You can talk to us, we're your friends!" Pinkie Pie said as she made her way around the counter.

"No. Ah can't talk about it right now. Jus' please, come to mah barn tonight and Ah'll explain everything. It….it has to do with… one of our friends," Applejack said.

Rarity and Pinkie Pie's eyes widened. They looked at each other, and then back at Applejack.

"Applejack, does this have anything to do with Twi-"

"Just please come!" Applejack begged, as she ran out of the establishment.

Pinkie Pie and Rarity were left dumfounded. "Well, I guess we should go to the barn tonight," Rarity stated flatly.

Pinkie Pie nodded, and turned to go back around the counter. She started sweating profusely. Her eyes darted around nervously, as Rarity turned back to place her order.

"Pinkie Pie, what in Equestria has you so nervous all of a sudden?" The unicorn asked her earth pony friend.

"Oh, it's nothing. Um, I'll see you tonight, Rarity," Pinkie Pie said as she took off upstairs.

"Pinkie Pie, wait!" Rarity shouted as she extended her left hoof towards her friend._'Oh! This is so frustrating! I would go and try to talk to Twilight directly, but she refuses to let me in the library, and has had the audacity to ignore me as of late. Well, I guess I'll just have to wait till tonight!'_she thought to herself as she made her way out the door, completely forgetting about her order.

Applejack ran out of Sugarcube Corner, and started her way towards Fluttershy's cottage. She stopped dead in her tracks, and turned around towards the library. She could only imagine what was going on in there. She desperately wanted to just walk in the library and have everything returned to the way it was before. She closed her eyes tightly and looked away as thoughts of Wynona entered her mind._'No, Ah need to see this through. You heard Twilight, it was the only way to stop this horrible nightmare. Ah guess Ah just have to have faith for now. But, Ah would reckon it'd be nice to have a backup plan. Gotta see Rainbow Dash after Fluttershy. Ah'll talk to her then,'_she thought to herself as she made her way out of town.

Fluttershy sat in her living room, cradling her newly wrapped injury, surrounded by her other animals. They all looked at their keeper with concern. She always took their pain away, and they were always so grateful for it. They shared her feeling of helplessness, and were bringing her food, water; anything they could think of to help her. She just sat there, staring at the floor, her head in her hoof.

She didn't know what to do. Elizabeak had been taken, but she didn't know who took her, or why. She was in no shape to investigate, making her feel much worse. Usually, even if a situation had gotten bad or out of control, she could be inspired to muster up the courage to do something about it, when it counted. This time was different, however. Her body would not cooperate; she desperately wanted to run out of her cottage and start her search, but she found it hard just to move around. She thought about forcing herself, but she knew better. After all, being a caretaker of animals, she had treated more than her share of bumps, bruises, cuts and other injuries. She knew the best thing to do was wait until she felt better, no matter how many precious seconds ticked by.

Suddenly, there was a knock at the door. She tensed up as the knock startled her. She immediately cursed her skittishness, as it just brought on another wave of pain. Luckily, a raccoon had made its way over to the door and opened it quickly before running back to the pegasus.

"Fluttershy? What in the hay happened to ya?" she heard a voice say exasperated.

Fluttershy turned her head to see Applejack making her way towards her. "Oh, Applejack! It was terrible! Somepony took Elizabeak! I tried to stop him, but whoever it was just ran right over me, knocking me into one of my fence posts!" she exclaimed.

Applejack gasped and turned away for a moment, lost in thought._'Horseapples, Twilight! Do you even realize the pain yer causin' everypony? I know it was you, and now I gotta keep yet another dirty little secret from one of my best friends!'_

"Applejack? What's wrong?" Fluttershy inquired. Her reaction to Fluttershy's story was not what she thought it was going to be. The element of honesty turned back towards the pegasus.

"Listen, sugarcube, a lot has happened that you don't know about. Ahm havin' a meetin' in the barn tonight at sundown, and everything will be explained then. Ah'm sorry ta hear 'bout Elizabeak, but I think it may be connected with what's going on. Ah can't say more than that right now, but please, ya gotta trust me on this, okay Fluttershy?"

Normally, Fluttershy would protest. Even though she was timid, when it came to helping an animal that was in trouble, she would never back down. Applejack's tone that made her reconsider. She had never heard Applejack talk like this before. Whatever was going on, her friend was truly frightened. As she looked closer, she could see that the farm pony was indeed a mess. She had bags under her eyes as though she hadn't been sleeping, and when she was awake, she must have crying. She wanted to ask, but her timid nature prevented her from prying any further. After all, her friend said that she would have everything explained to her tonight, and she was in no position to do anything right now anyway. If it had anything to do with Elizabeak, she would be there.

"Ok, Applejack. I trust you. I'll see you tonight," Fluttershy said as she stared at the floor.

The pegasus was taken aback, however as she felt the farm mare hug her tightly. She kept her in the embrace for a few moments before whispering in her ear, "Ah'm so sorry, sugarcube. Feel better, and we'll talk tonight. Everything is gonna be ok. We'll all be there, you, me, Rarity, Pinkie Pie, Rainbow Dash, and…"

She stopped herself as she felt the tears well up in her eyes again. Applejack broke the hug and ran out of the cottage as fast as her hooves would take her, leaving a confused and frightened Fluttershy to try to make sense of what had just happened.

Applejack ran as fast as she could towards Rainbow Dash's cloud house. She needed a contingency plan, and Rainbow Dash was the key. The farm mare would never admit it to her friend's face, due to Rainbow's already inflated ego, but her flying ability was second only to the Wonderbolts, as far as she could tell. Her raw athleticism made her an extremely capable force to be reckoned with in the air. Things had already spiraled out of control, and she was beginning to lose faith in Twilight Sparkle's ability to bring herself back from the brink of insanity. Normally, they would just sit her down and talk to her friend to friend, but with her new powers, she knew it would be impossible and would only create a possibly deadly situation for herself and her other friends. Twilight had become as unpredictable as she had become powerful, so as much as it pained her to do so, especially after Twilight threatened her family, she needed to go behind her unicorn friend's back to try to save her life, and theirs.

She called out to her friend when she got to the sky mansion, but there was no answer. She waited and waited, getting more nervous and desperate as time marched towards nightfall. Finally, as night fell over Equestria, she had no choice but to turn around and run back to her barn for the meeting. She cursed herself inwardly for not doing something like this sooner and letting herself be controlled by her fears. Now, she and her friends had to confront a nightmare unlike anything they had ever faced before. What was worse was the fact that the very unicorn that brought them all together was the source.

Rainbow Dash trotted along the outskirts of the Everfree Forest, lost in thought. Zecora had been no help, and apparently had not left her hut for days, as she was working on some important new potions. The cyan pegasus tried to think back to the fight and the other clues that she had to go on. The only thing that she could use as evidence was the use of magic. That at least narrowed it down to just unicorns, and maybe alicorns. She went through possible offenders, knocking each of them off her list of suspects after some deductive reasoning. The princesses would never do something like this, so they were out. She then thought it was that changling queen, but the pony she fought last night was not as big. All that was left was a unicorn. No unicorn she knew of had that type of physical strength, though. This didn't make any sense. As she approached her home, she huffed to herself and pounded the grass with her front hooves. She looked up just in time to see Applejack running as fast as she could towards Sweet Apple Acres.

_'AJ? I wonder where she's off to in such a hurry.'_She thought to herself as she slowly took to the air and followed her fellow element bearer.

THE NIGHT BEFORE…

Twilight Sparkle heard the cages rattle again as she tried to focus on her calculations. She wished they would just be quiet, but they were, after all, just pets. She couldn't blame them, really. She had each pet lined up beside her as she finished her work on the third telepod. It was almost complete, and the timing could not be better. She was finding it very hard to concentrate and the nervous ticks that she was having were getting worse. They started playing at patterns, and she found herself paying more attention to them than her work. She shook her head again as she tried to refocus. In her mind, this was her last hope. She knew from her condition that she was running out of time, and only had one shot to test out her theory. She closed her eyes and sighed. Her new flesh had packed itself tightly over her eyelids, and she had to struggle just to keep them open. The unicorn slowly turned her neck and viewed her specimens.

_'Can I really do this? If this doesn't work, how can I face my friends ever again? Even if it does hold the key to my survival, they will surely hate me forever. I know I may be turning into a monster on the inside, but I don't want to turn into one on the inside, too. Look at them. They have no idea what's going on. This is the most unethical thing I've ever done, but if I don't do it, I could…'_

She whimpered and turned away as she thought of her own mortality. She was scared. She was frightened of not only her transformation, but of her death as well. In her research, she had gotten multiple conclusions as to where her transformation was going, and either way, she knew there would no longer be a Twilight Sparkle.

She gulped and turned back around and studied her friends' animals. Wynona walked back and forth nervously in her cage, whimpering to herself. She was pensive. It could have been the new smells, but Wynona seemed to know that she was in danger. She was a very loving animal, and being in this situation frightened her. Opalescence would not stop hissing. That would be her normal state, as she was always very particular with whom she interacted. This was different, however. This time, her body was low and defensive, and she seemed ready to attack at the slightest move that Twilight made. Elizabeak seemed to mirror Wynona's nervous reaction with wide eyes and pacing in her cage. Tank had a sad frown on his face. He seemed resigned to his fate, and glanced back and forth slowly. Usually he was quite tenacious, but he just seemed to give up out of fear. She couldn't tell what Gummy was feeling. His eyes never changed and he just sat quietly, waging his tail. She finally gazed into the eyes of her own pet. Owlowiscious just stared right into her eyes. It was haunting for Twilight. He didn't move or even make a sound, but it was like he knew what she had planned and he was judging her for it.

Finally, she turned and went back to her research. It was now or never. Time was running out and she had to make a decision. Resign herself to the fate of becoming a monster - maybe even dying - or running an experiment that would throw away all of her ethics, her moral compass and possibly her friendships.

After what seemed like an eternity in her mind, she turned back around and closed her eyes as she activated her magic. Her now deformed horn started to glow with magic, and all the cages opened. Some of the animals tried desperately to escape, but Twilight's magic held them, and moved them to their respective places; Owlowiscious was put into pod number one and the door was closed on him. The remaining animals were placed gently into pod number two and the door was again closed and locked. She could hear their faint cries through the glass doors, but forced herself to ignore them as she checked her final connections to pod number three.

With a deep breath, she stood in the middle of the lab, and activated the telepods. There was more light this time, since there was a third pod now, and after a huge flash of light, the animals seemed to disappear. Soon, the machines powered down, and the familiar smoke filled the area around the third telepod.

Celestia's prized student made her way tentatively over to the telepod. She took another deep breath as she used her magic to unlock the door. The large piece of metal and glass slid open with a hiss, and the rest of the smoke began to dissipate. She struggled to peer inside, and what she found shocked her. A ball of flesh had formed at the center of the pod, with the heads of the creatures sticking out of the sides, almost like the arms of an octopus. She could hear a variety of ethereal moaning coming from the heads as she took a closer look. She could see distinct characteristics of each animal. A wing protruding here, Gummy's tail sticking out there.

Her obsession combined with her curiosity had fully replaced any doubts she held previously regarding the experiment._'Good,'_she thought to herself._'Now I can try and-'_

The unicorn never got to finish the thought however as the newly formed creature managed to jump out at her; claws and teeth bared for attack. She screamed as it knocked her to the side and then jumped on her back. With a mixture of pain and anger the creature lashed out at its creator, cutting deep into Twilight's new flesh. Twilight gritted her useless teeth, as she tried to buck the thing off her. When that didn't work her frustration reached its boiling point, and with a sneer, activated her magic once again. She enveloped the monster in a bubble and threw it across the room, slamming its "back" against the wall. Six cries rang out at once. Twilight turned to face her aggressor and took a low stance, ready for a fight. What she saw, however, made her expression soften and her eyes go wide.

The creature thrashed about while encased in the unicorn's grip. It was in pain. Probably in more pain than they had ever experienced individually. There was no hope for it. If Twilight could still shed tears, they would be streaming down her face. She had no choice now. She had to put it out of its misery. She had never killed anything before, but her adrenaline was now pumping through her, and she was having even more trouble thinking straight.

Using her magic, she reared the monster back and slammed its "back" against the wall. It cried out even louder, so she did it again, this time harder, trying to finish it in one blow. Again, the creature just wailed.

"I'm sorry," she whispered, as she repeated the process. She closed her eyes and kept whispering the phrase after each blow she gave the creature. She kept hitting it harder and harder, but it would not stop screaming.

'_Just stop screaming, please just stop screaming!'_Was all she could think about as she vocalized her condolences.

"I'm sorry." BANG

"I'm SORRY!" BANG

I'M SORRY!" BANG

Twilight started to sob, even though no tears would come out. Finally, after a few minutes of the vicious repetition, the cries started to cease, the unicorn was screaming her apology to whoever would listen. Finally, she looked up, and realized the thing was dead, and there was a large blood spot on the wall.

She stared at the limp carcass suspended in the air. Her last hope had vanished. She had sacrificed everything: Her ethics, her morals, her friends and their loved ones. She couldn't take it anymore. The insanity she felt was starting to take over, and this time, after holding it in check for so long, she let it.

She screamed as loud as she could and threw the dead amalgamation of flesh across the basement and into the wall. It made a sickening crunch, like a watermelon bursting apart after it falls to the ground, and slid behind some stacks of books.

She ran out of the basement, up the stairs into her room, and out her window. She needed to get out, to get away, but she knew she couldn't go into town. It was the middle of the night, so she climbed to the top her tree house. Her power to cling to the side of walls allowed her to maintain her balance. After she made it to the top, she stared at Luna's moon with hatred in her eyes. She had started to let the insect part of her take over, as she glared defiantly at the glowing orb in the sky. She was about to vocalize her defiance with another scream, but she was stopped by a searing pain in her side right below her right shoulder. She whimpered, as the pain was more intense than anything she ever felt in her life. She tried to remain balanced, but the pain was too much for her as she fell and landed on her deck. She rolled from side to side, as she wailed. She noticed a bulge forming at the center of where she felt the pain, which made her whimper and stare wide eyed. As her flesh began to expand, her epidermis ripped apart to reveal a deformed insect leg. It started convulsing and flailing, as though it had a mind of its own. Twilight concentrated and her horn began to glow anew with magic as it she started to rip the leg from her body. The pain she felt was excruciating, and it took everything she had not to pass out. She looked down to see that it was hanging on by a few pieces of flesh now. Her magic finally gave way as most of her energy had been spent. There was only one thing she could do now. She used her hooves to lift the leg above her head and took the strands of skin in her mouth and bit down and wretched about from side to side. After a few desperate minutes, she was finally able to dislodge the leg from her body, and she threw it a few feet from her on the deck.

She laid there for a few minutes, catching her breath. She turned her head, looking at the severed limb. It was still moving, which both shocked and fascinated her. She had no time to study it though. She slowly made her way back into the basement, and started studying the data. Even though the experiment failed, with a few re-calculations, she could make her original hypothesis a reality. She smiled at the thought.

Six organisms could become one. This was how she would survive. Soon it would be time to see the girls. Then, after tomorrow night, she could live on with her friends… and never be alone again.

**So, another chapter down. There are probably going to be one or two more chapters for this. Once again, I hope everyone is enjoying this so far. Please review. See you all in the next chapter!**


	10. Chapter 10

Applejack unlocked the barn door and walked in, panting from her recent run. Luckily, she had made the proper preparations for the meeting the night before, and turned on the lights to illuminate the empty farm room. She trotted in and sat down, staring at the door, waiting for her friends to arrive. She had a thousand different thoughts going through her head.

'_What the hay am Ah gonna say to everypony when they arrive? Should Ah tell them the story, or wait for Twilight? She could probably explain everything better than Ah could. What about what happened to Wynona? Do Ah even want to know?'_

She whimpered and turned away as she thought of her companion. She felt a huge mixture of emotions, ranging from anger to fear to regret and guilt. Suddenly, she heard the barn door open, and looked up to see Rainbow Dash walk in.

"Rainbow! Boy Ah'm glad yer here!" Applejack exclaimed as she leapt up and made her way over to her rainbow-maned friend.

"Applejack, something terrible has happened! Somepony took Tank last night, and I think it was a unicorn! You gotta help me find him!" the pegasus said in a worried tone.

Applejack's eyes widened. "Ya mean… Tank was kidnapped last night? Oh no, that means that…" she trailed off as she turned away from her friend.

Rainbow Dash had enough. Her pet had been taken from her, and when she tried to stop the culprit, she got beat up for her trouble. All of her leads had dried up, and now it looked like one of her best friends had known something about this, and hadn't told her. She approached the farm mare and scowled in anger as she spoke.

"What do you mean by THAT, Applejack? Do you know who took Tank? How could you not tell me something like this?" she yelled at her friend.

"Listen, sugarcube, there is a lot goin' on that you don't know about. It has to do with Twilight. Please, ya gotta let me explain," Applejack said seriously.

"Applejack, how could you do this to me? You know how much Tank means to me! What if I knew that Wynona had been taken and I didn't tell YOU? How do you think THAT would make YOU feel?" she growled at the earth pony.

At the mention of Wynona's name, Applejack turned away and whimpered. She shut her eyes tightly as tears started to form in her eyes. Rainbow Dash's expression softened, as curiosity started to replace anger.

"Hold on. Did something happen to Wynona too? And did you say this had something to do with Twilight? What the hay is going on here, AJ?" the cyan pegasus inquired.

"That's what we would like to know as well," a voice said coming from the barn door.

Applejack and Rainbow Dash turned around to see Rarity, Pinkie Pie and Fluttershy make their way into the impromptu meeting space. Rainbow Dash gasped when she saw her fellow pegasus. She had a bandage wrapped around her head, and was walking more gingerly than usual. Rainbow was by her side immediately.

"Fluttershy, what happened? Are you ok?" she exclaimed.

The pink-haired mare slowly turned her head to look at her friend as she spoke. "Oh, Rainbow, it was terrible! Somepony had kidnapped Elizabeak! When I tried to confront whoever it was, they just knocked me right over and I hit my head on one of my fence posts. It still hurts, but I'm a little bit better now. I'm just so worried about Elizabeak!"

"Fluttershy, this kidnapper; did whoever it was, wear a coat? Like the one Zecora used to wear?" Rainbow Dash asked tentatively.

"Well, um, now that you mention it, yes. I couldn't see a face. All I know is that, whoever it was, they were able to use magic, because I saw Elizabeak being levitated," Fluttershy said.

Rainbow Dash turned around and glared back at Applejack. She took a low stance and stomped towards the farm mare as she spoke. "We've been through a lot together AJ, so I'm giving you one chance. ONE CHANCE to tell us what you know."

Applejack exhaled deeply and hung her head in defeat. It was time to come clean. She just hoped that her friends would understand. She knew that Twilight would be here soon, and she knew that they needed to stick together if they were all going to make it out of this.

"Ah can't be certain, but Ah think Twilight was the one who took yer critters," she stated sadly.

Rainbow Dash was confused. "Hold on. You mean to tell me that the incredibly fast unicorn that was able to buck me into next week, is really Twilight Sparkle? Sorry, I don't buy it," she said.

"What do ya mean, 'buck you into next week?'" Applejack asked.

The farm mare approached her pegasus friend slowly as she continued. "Sugarcube, are you sayin' that she hit you?"

Rainbow Dash grumbled under her breath as she took to the air, revealing the bruise on her belly. Everyone gasped at the sight, and Fluttershy forgot about her own pain and was at her fellow pegasus' side immediately.

"Oh dear, are you alright Rainbow Dash?" She said as she inspected the injury.

"Yeah, yeah, I'm fine. I just want to know what Twilight wanted with Tank. And how they hay did she get so strong. And fast! I tried tackling her from the air, and she dodged me like it was nothing!" Rainbow Dash declared.

"Ah think that it was Twilight because of… recent developments. She actually came to see me last night, and… she…she took Wynona. She said that she needed her for an experiment. To…cure herself," Applejack said as she started to choke up.

Rainbow Dash started to speak, but Applejack cut her off as she continued.

"Look, ya'll. Something terrible has happened to Twilight. Ah think it has something to do with them telepod doohickeys. Ah went to see her, and she wasn't herself. She said that she had started becoming another creature. She looked horrible. Ah ain't never seen anypony look like that before. Her skin was all disgustin' and her ears, mane and tail had all fallen off. The last time Ah saw her, she asked for Wynona. Ah think that she may have taken yer pets as well," the farm pony stated.

They all stared at each other for a moment, before Rarity spoke up.

"Opal has been missing since last night, and I know that Pinkie Pie here said that Gummy was also missing. What kind of experiment could Twilight be running that she would need our pets for?" she inquired.

"And why would you not tell us this until now, AJ? I thought we were all friends here?" Rainbow Dash asked angrily.

"BECAUSE SHE THREATENED ME, OK? AH WENT TO SEE HER, AND SHE THREATENED TO HURT MAH FAMILY IF AH TOLD ANYPONY WHAT AH HAD SEEN!" Applejack screamed.

"There is no way Twilight would do that!" Rainbow Dash yelled back at the orange earth pony.

"AH'M THE ELEMENT OF HONESTY, RAINBOW DASH, AH AIN'T LYIN'!" Applejack shouted, getting increasingly exasperated.

"OH , SURE! NOW YOU'RE THE ELEMENT OF HONESTY, BUT YOU'VE BEEN KEEPING SECRETS FROM YOUR FRIENDS THIS ENTIRE TIME! HOW HONEST IS THAT, AJ?" Rainbow Dash screamed back.

"STOP IT, BOTH OF YOU, JUST STOP IT!" A voice called out near the entrance of the barn.

Everyone turned to see Pinkie Pie covering her eyes with her hooves. She was shaking, and her teeth were chattering. She looked up to see everyone staring at her. She wanted so badly to keep her promise, but she couldn't take it anymore. She had to tell her friends the truth, no matter how bad it made her feel to betray Twilight.

"Pinkie Pie?" Fluttershy asked with concern.

"Applejack… isn't lying, ok? She's telling the truth. I know, because... because Twilight told me everything. And she threatened me too!" The pink party pony stammered.

She broke down in tears at her admission. She felt so ashamed, but she knew this is how it had to be. Twilight had gone too far, and she knew that her other friends needed to stick together, especially if what Applejack said was true.

She continued through sniffling. "I… I ran into Twilight at Sugarcube Corner. She was just how Applejack described. I'm…. I'm not sure I understand it, but she said that when she experimented on herself, that a… a fly had been in the chamber with her, when she tried to teleport herself. That big computer that she has messed up and thought they were one thing, so it…it…combined them. It fused them together somehow. She… she made me promise not to tell anypony. I t-tried to talk to her, but she… she…"

Rarity was beside her pink earth pony companion, and put a hoof on her back, trying to calm her down. "It's ok, Pinkie. What did she do?" she asked gently.

Pinkie Pie's body wracked with sobs as she continued. "She… she knocked m-me over and pinned me down! She was so… so strong, I couldn't get up! She wouldn't let me go until I Pinkie Promised not to tell anypony! Not even the princess! I was so scared!"

Rarity hugged Pinkie Pie and let her cry on her shoulder. The pink earth pony cried her eyes out into her friend's fur. She had kept this secret in for so long, and now that it was finally out, her emotional floodgates had opened.

"I'm so sorry I didn't say anything, I know that I should have, but I didn't want to betray Twilight! I was scared of what she might do! I'm so sorry, everypony!" she said as she stammered through the sniffling and crying.

"It's ok, Pinkie Pie. I forgive you," a new voice said from the barn door.

Everyone froze in place, and slowly turned to see Twilight standing in the doorway, with the barn door closing behind her. She was no longer wearing her coat. Twilight made her way into the barn, taking awkward steps as she approached her friends. The nervous ticks had gotten worse, but they were down to short bursts, at least for now.

Pinkie Pie, Rainbow Dash, Fluttershy and Rarity were shocked at the sight of their deformed friend. They tried to scream, but no sound came out. No one said a thing, and no one moved as Twilight made her way further into the barn. Twilight's flesh packed eyes darted back and forth between her friends, as another burst of nervous twitches came. After a few moments, they had died down.

"Hi… girls," Twilight said.

After a few more moments of silence, Rainbow Dash finally spoke up. She felt her eyes welling up as she took a few steps towards the deformed unicorn.

"Twi…Twilight. Is that…you?" she whispered.

Twilight hung her head and shut her eyes tightly as she spoke. "Yes, Rainbow. It's me. Pinkie's information is accurate. As far as I can tell, when I went through the teleportation process, there was a fly in the chamber. The computer read us as a single organism, and that's what started this whole nightmare."

She looked up and opened her eyes to see her friends with looks of what she could only describe as a mixture of horror and sadness. Fluttershy had curled up on the ground shaking with fear as she gazed upon her. Pinkie Pie was still ashamed of what she had done, she could tell. Pinkie could'nt even look in her direction with her bottom lip quivering as tears streamed down her face. Rarity, Applejack and Rainbow Dash just looked dumbfounded. Applejack just sat there with a frown on her face and a hopeless look in her eyes.

Rarity was the next to speak. "Twilight, dear, how do you feel? Are you in any pain?"

Twilight was not sure how to answer her fellow unicorn. She knew that just the sight of her was enough to make them all worry intensely, and she didn't want to add fuel to the fire. At the same time, she wanted to tell the truth, not just for her friends, but for herself as well. She needed to express herself, and finally she had ponies who would listen.

"Well, it's not… pain, exactly. I can feel myself changing; I don't really know how to describe it. I won't lie though, things have been hard. I've been having trouble concentrating, and I have these bouts of nervous ticks that come and go," Twilight stated.

More awkward silence followed. No one quite knew what to say. They had faced down Nightmare Moon, Discord, and even the Changeling Queen. This situation, however, was completely different. There was so much uncertainty. Even with a clear goal in sight, there was no clear mechanism to achieve it.

"Girls… can I… Can we…" Twilight started to mumble under her breath.

Her friends approached her tentatively, straining to hear what the element of magic was saying.

"Sugarcube?" Applejack whispered.

Twilight looked up, to see that her friends were close. Her fellow elements; the ponies who were her first real friends. The ponies who loved her so much, when all she did was worry them and hurt them. What kind of friend was she? After everything, she had done, and the way she looked, they were all here, looking at her with obvious concern for her well -being. She was overcome with emotion, and exploded like a volcano, lunging forward, embracing her friends in a hug, as she started wailing.

"OH, I MISSED YOU ALL SO MUCH! I FELT SO ALONE, AND SCARED! I WANTED TO TELL YOU ALL SO BADLY, BUT I JUST COULDN'T! I WAS SO FRIGHTENED AND ASHAMED! PLEASE, FORGIVE ME! I'M SO SORRY! FOR ALL OF THIS!" she screamed as she hugged her friends tightly.

At first, her friends tensed up, believing that it was some sort of attack. After they realized that their friend was still in the shell of flesh before them, they returned the embrace, letting the malformed unicorn get all of her emotions out in the open. For Twilight, it was a cathartic experience. After locking her feelings up for so long, she felt a release, a satisfaction, at being able to finally express the emotions that she kept bottled up all this time. They all just held each other, silently for a few moments, since they didn't know if it would be the last time they ever would. After a few more moments, Twilight ended the embrace.

"Girls… things are bad. I have calculated multiple outcomes, and either way, I won't be Twilight Sparkle for very much longer unless I act decisively. I know I've been a terrible friend, but I ask you all… no, I beg you all, please come back to my lab and help me. I need everypony's help if I'm going to get out of this," she said.

Everyone looked at her apprehensively. At first, Twilight was taken aback by the stares. A million thoughts raced through her head.

'_Oh, no! Have I gone too far? Are they going to abandon me?'_she thought to herself, nervously.

" Please! I'm begging you, please help me, please don't let me die!" she cried.

The other elements of harmony were stunned. Rarity was the first to speak up. "Twilight…what do you mean…are you…are you…" She began tearing up again.

Twilight looked down at the barn floor. Once again, she had come face to face with her own demise. The worst part about it now was the fact that she had to tell her friends. It was one thing to deal with it herself, but now she had to lay the burden on the ones she cared about the most. She had already hurt them enough, and now she was going to have to hurt them again. With a mixture of fear and frustration in her voice, she spoke.

"Yes, Rarity. There is a very real chance that…that my body is actually rejecting the change. Which means that, if I don't change into something else, that I will…die instead."

Twilight didn't look up. She couldn't bring herself to gaze upon her friends' reactions to her conclusion. With each new statement she made, she felt worse and worse, as if she was taking apart these cherished friendships piece by piece. She could almost feel the bond of trust that she had forged with them being torn apart at the seams.

The other elements of harmony felt sick to their stomachs. Their legs got weak, and they all sat down right where they were. They could not believe how far things had gone. Their best friend, the unicorn that brought them all together, just told them that she was dying. There were no words spoken, as no one could think of anything to say. Finally after what seemed like an eternity, Pinkie Pie, surprisingly took the initiative and spoke as she stood back up.

"Of course we will help you, Twilight! Right, girls?" she asked, her tone both guilty and determined.

They all stood up as Twilight Sparkle turned back around to gaze at her friends again. They all gave soft smiles with tears in their eyes as they each nodded in turn. Twilight sighed with relief. Even through all of this, they were still friends, and they would do anything for each other. She managed a smile herself, as she spoke softly.

"Thank you all so much. We have to hurry back to my lab. I have to finish setting up. I…I don't have much time left," she said.

"Then let's get a move on," Applejack said, as she placed a hoof on her friend's shoulder.

It didn't take them long to arrive at the library. Twilight had her coat on; as it turned out she just took it off when she entered the barn. She put it back on before they started the journey to the other side of town. They were silent for the whole walk. They did not want to wake anyone, for fear of what would happen if anyone else found out. A feeling of apprehension added to the quiet as well. There was a strange sense of foreboding in the air due to the weight of the situation. This could very well be the last walk they would all take through their town; the town where they all met and became best friends, but also, the town where they may lose one of their own. It was a strange and eerie feeling as they trotted forward quietly.

As they ascended the stairs into the basement lab, Pinkie Pie, Rainbow Dash, Rarity, Applejack and Fluttershy took tentative steps as they inspected their surroundings. Their mouths went agape as they got their first real look at the new telepod set up. Only Fluttershy had actually seen one of the telepods before, and that was an impressive sight enough. Now, there were three pods, each connected to the central computer, with wires and cables running everywhere.

Fluttershy started shaking as her hooves touched the basement floor. This is where it happened. This is where she lost Angel. She straightened herself up, and put on a brave face. After all, they were now fighting for one of their best friend's lives. She needed to be strong, if not just for herself, then for her friends. After they assembled opposite the pods, Rainbow Dash spoke up.

"Ok, Twilight. Here we are. So, what do you need us to do? Take notes? Move some of this equipment around? Just say the word Twilight, and we'll get it done!" the rainbow haired mare stated as she puffed out her chest with pride.

This was the part that Twilight had been dreading since last night. She ran though scenario after scenario trying desperately to anticipate reactions and questions, despite not only her tremendous workload, but also her waning concentration and bodily reactions. It was now or never. She had decided that the best approach was simple honesty. The element of magic believed that she owed her friends at least that much.

"Well, girls, it's actually much simpler than that. You see..." she said as she turned towards the telepods.

"I go over here, in pod one…then you all get into pod two…" Twilight stated as she pointed her deformed hoof at each mechanism respectively.

"And then, we come out in pod three…as one…being."

She turned around and forced a smile. It quickly faded at the looks of horror she received.

"THAT'S your plan? You want us to get into the very thing that MADE you like this? What sense does that make?" Rainbow Dash reacted.

The others were about to speak up, but Twilight had another bout of her nervous ticks.

'_Not now, not now! I have to get through this and explain it to them! Concentrate! Fight through these seizures!'_The unicorn thought to herself.

"W…well, you see…you see…we would be…become…one…one…one…being…the…the…DNA of all of you would…would….would…cancel out the fly…fly…fly…part of me," she stuttered

The ponies were taken aback by the attack, but luckily, it was over almost as soon as it began. Rarity tried to approach her, but Twilight waived her off, insisting that she was all right.

"What'dya mean 'become one being?'" Applejack barked in a frightened tone.

"Look, I reached an impasse last night, and I started to think about how much I missed you all. But, then it occurred to me; we are the elements of harmony, right? We each represent a piece of the whole. If we would all come together, we would be the ELEMENT of harmony; one single being, with all of the attributes that we all possess. And all of your DNA would cancel out the fly DNA that is currently changing me. It would be destroyed, just like when our bodies fight off a bad case of the Pony Pox!" Twilight answered.

"Twilight, how in Equestria could you possibly ask us to do this?" Rarity asked angrily.

This began a shouting match between the six of them. It seemed to go on forever, and soon, Pinkie Pie found herself frustrated. She was scared for her friends, but they were getting nowhere like this. She huffed to herself and decided to give them some space by walking to the other side of the lab while the rest of them argued. She noticed a familiar tail sticking out behind a stack of books in the corner.

"Gummy?" She whispered to herself.

"GUMMY!" She shouted excitedly as she ran over to see her pet.

Twilight became distracted from the argument when she heard Pinkie Pie shout. She peered around her other friends, and soon realized that Pinkie had found the "experiment" she conducted last night.

"NO, PINKIE, WAIT!" she shouted.

It was too late, however. As the pink party pony trotted over, she slipped on a syrupy substance, and landed face first beside what she thought was just her pet Gummy hiding behind some books. Pinkie Pie's bright smile, the smile that could warm up the coldest room, and ease anyone's pain and sadness was quickly replaced by a look of horror. No one had ever heard Pinkie Pie scream that loudly; she screeched at the top of her lungs while shuffling herself away from the disgusting sight before her. Her screams became louder as she inspected her face and hoof realizing that the liquid on them was blood.

"Sugarcube! What's the matter?" Applejack shouted as she and the rest of her friends galloped to where the pink mare was now cringing in fear.

When they turned, they saw what made Pinkie Pie scream, and soon they were screaming as well. The sight of their own beloved pets mangled together, and seemingly mutilated had shocked them to the core. Twilight did her best to calm them down.

"Everypony, please! Let me explain!" she shouted.

They all turned to their malformed unicorn friend, trembling, as they did their best to listen to her explanation.

"I…I know this looks bad. I was running out of time, and I needed to get the necessary data for what we had just discussed. Please believe me when I say it was the hardest thing I've ever had to do in my life. I know you all must hate me now, but please understand, it was the only way. I'm so sorry, girls!" she said as she looked away in humiliation.

"How…how could you have done this to us? We're your friends!" Fluttershy whimpered.

Rainbow Dash looked like she was ready to attack. She didn't care that Twilight was her friend. In her mind, the unicorn had taken advantage of creatures weaker than herself. That made her a bully, and Rainbow Dash never backed down from a bully. After a few moments, she began her assault, as she lunged forward, only to be stopped by Applejack.

"GET OUT OF MY WAY, AJ! SHE'S GOING DOWN, AND I DON'T CARE HOW STRONG SHE IS!" The rainbow-maned pegasus screamed as she tried to go past her friend.

"No, what we are gonna do is what we shoulda done in the first place, Rainbow!" Applejack said calmly.

She turned to face Twilight. As she looked into the eyes of her the deformed unicorn, she realized her terrible mistake. This needed to stop, and if Twilight didn't have enough sense to ask for help, then she would ask for her. If anything, she could relate to wanting to do everything on her own, and, ironically, it was Twilight who had convinced her to reach out to her friends. It was a tough lesson to learn, especially for the farm pony, as she knew she could be incredibly stubborn. At this point, however, Applejack knew what she had to do.

"Ah know you've been doin' yer best here, Twi, but it just ain't enough! This was too big for you to handle to begin with, and we shoulda done somethin' about it sooner! WE ARE goin' to Princess Celestia, and getting her to help you, whether you like it or not! We'll be back as soon as we can! Come on, girls, let's get outta here!" she stated angrily.

She turned and made her way up the stairs, followed by Applejack, Rarity, Pinkie Pie and Fluttershy. As they approached the door of the basement, it came alive with magic and slammed shut, startling all of them.

"I'm sorry…But, I can't let you leave," Twilight said in a strangely calm tone.

The rest of them turned and looked at their friend with fear in their eyes. The cold way she said those last words, didn't sound like the unicorn they all knew and loved. Before anyone could do or say anything else, Twilight wrapped them all in a magic bubble, and slammed them against the far wall. They all grunted as they slid down to the floor. Rarity, Fluttershy and Pinkie Pie were knocked out cold. Rainbow Dash rolled around for a moment groaning and trying to get her bearings before going still. Applejack also lied still. Twilight turned to go back to her modifications.

"I'm never going to be alone again. And neither will you! You'll see! It will be a wonderful experience!" Twilight said brightly as she started her maintenance routine on the computer.

Applejack opened one eye, and turned her head slowly, to see Rainbow Dash next to her.

_'Ah guess even the element of honesty can play possum when she has to! I gotta wake up Rainbow! She's our only hope at this point!'_The farm mare thought to herself.

She inched her way over to her friend, making sure to keep an eye on Twilight, who had her head inside the computer, hard at work. When she was next to Rainbow Dash, she lightly prodded the Pegasus with her hoof.

"Huh…whu…UMPH!" Rainbow Dash uttered, as she felt a hoof thrust into her mouth. She looked over to see that it was Applejack.

"Listen, Sugarcube, Twilight has officially lost her marbles. She is more than a few apples short of a bushel at this point. Ya gotta get to the Princess, Rainbow! You're the only one fast enough to get there in time!" Applejack whispered earnestly.

Her Rainbow-maned friend nodded in agreement.

"Ok, try to make yer way over to the stairs, real quiet-like. When yer at the bottom of the staircase, Ah'll cause a distraction, so you can get outta here!" Applejack whispered again.

Rainbow Dash nodded again, and they both turned to see Twilight still working on the computer device. This was their chance to strike. Their lives and the lives of their friends were directly on the line now. There was no room for error. They each took a breath, as they made their way towards the staircase. They slid across the floor as silently as they could. Just as she predicted, however, once they reached the foot of the stairs, Twilight turned around.

"NOW, RAINBOW! GO!" Applejack exclaimed.

Before Twilight could react, Applejack tackled her with everything she had. Twilight stood fast, however, and caught Rainbow Dash in mid-air and started bringing her back down to the floor, just as she was at the door. Applejack answered the unicorn's attack with one of her own, as she struck Twilight's horn making the magic dissipate. Unfortunately, when Rainbow Dash tried to fly away again, she found her hoof tangled in a wire. She tried desperately to escape, her heart beating quicker and quicker in her chest, and her breathing becoming more rapid as the seconds ticked by. She could hear the struggle going on behind her. She dared not turn around, as she needed to concentrate on getting to the door while she still could. From the sounds behind her, it was obvious that it was a fight that Applejack was losing. She felt the wire begin to give way, and felt her heart plummet into her stomach, as she heard a loud crash from behind her, and Applejack scream. For the first time in her life, she was actually scared. She thought that she would not make it out of this alive and that her killer would be one of her best friends.

Applejack landed against the wall, and pulled herself to her hooves as she faced off with Twilight again. Twilight was stronger than she ever imagined.

"Why can't you understand what I'm trying to do here? I won't let you ruin this! Even if you are my friends, I will make you see this is the best thing for all of us!" Twilight yelled as she faced her attacker.

The deformed unicorn turned around and was about to use her magic to draw Rainbow Dash back in, but before she could, she heard the door to the basement swing open. Rainbow Dash, Applejack and Twilight all looked at the door just in time to see the magical aura dissipated from around it. They turned again back to their friends lying on the floor, and saw Rarity awake, sitting against the wall, with her horn glowing.

"Go, Rainbow Dash… get… help!" She exclaimed through labored breaths.

Applejack took advantage of the momentary confusion and lunged at Twilight Sparkle. They continued their wrestling for a few more moments, when they heard a tight snap. Rainbow Dash was free, as the wire gave way. It had been attached to the first telepod, but was now sparking with electricity. Twilight had a choice. Stop Rainbow Dash, or cut the power to the machine to prevent a fire. She thrust Applejack into Rarity, knocking them both unconscious and made her way to the control panel. Rainbow Dash flew as fast as she could out the door, and out of the library. She felt her speed building and she knew a Sonic Rainboom was imminent after she caught open air. She just prayed that it was enough to save her friends.

**Well, another chapter done! I really struggled with this one. I want to thank my pre-reader, Krushnazag, and a particular young lady who shall remain nameless. This was a long one for me, so I appreciate their taking the time to review it. Next chapter should be the last. Please review, and see you next time!**


	11. Chapter 11

Twilight cut the power to the computer and looked up, glaring, at the doorway just in time to see the tip of Rainbow Dash's tail exit the basement. She knew it would be futile to try and stop her, as with her great speed she was certainly out of her magical range by now. She was so angry, she screamed at the top of her lungs towards the empty doorway.

'_How could she do that to me?! Here I thought she was the element of loyalty, and she just abandoned me in my darkest hour!'_Twilight thought to herself, while she spun back towards her control panel.

The damage was minimal, and she could repair the cable connection quickly. However, her vision became blurry, as a wave of pain crashed through her skull. Her head felt like it was on fire. She was losing control.

'_Oh, no! The change will start soon! I have to push through it, though; my life is on the line here! I'll have to adjust the calculations since Rainbow isn't here, but combining with my remaining friends should be enough to solve everything. Then we can just fuse with Rainbow later.'_

The deformed unicorn turned to see her remaining friends still unconscious on the floor of the basement. She needed to make repairs, and due to her deteriorating mind and body, she could not risk any more distractions. Using her magic, she reformed the leftover cages that once housed her friends' pets into a makeshift pen, corralling around the ponies, using the far section of the basement as a back wall. It wouldn't hold somepony like Applejack or Pinkie Pie for very long, but Fluttershy probably would not be able to fly over that quickly due to her injury; it would at least slow them down long enough for her to complete the repairs and recalculations.

'_Her injury,'_she thought to herself,_'I hurt her. I hurt the gentlest pony I've ever known. The literal embodiment of kindness has a bandage wrapped around her head, with blood seeping through it because of me. I hurt Rainbow Dash; I hurt Pinkie Pie, Rarity and Applejack.'_She reflected grimly as she once again began choking up.

Her gaze softened as she eyed the makeshift prison she just made. She never thought things would get this bad. She knew that she was going to face apprehension towards her solution, as she had gone over the various scenarios before revealing her plan to her friends. She had destroyed another bridge of trust, however. She had not only kidnapped and killed their pets, but now she held them all prisoners. She just hoped that they didn't wake up before it was time, to see themselves caged.

'_This is wrong, and I know it. But, I don't have any other choice! If I don't combine with them, I'll die, or turn into some monster even more hideous than I am now! I just want to live! Things can never go back to the way they were, but at least this way we will all be together! I hope they don't hate me. Once it's done, though, it won't matter. We'll be together, never alone, closer than any friends have ever been in the history of Equestria!'_she reassured herself.

Twilight then positioned herself next to the torn cable and elevated some tools over to start the repairs. She winced again as she felt another painful sensation. She shook her head and pushed through it. She was running out of time, and every second counted.

Trixie sat in the examining room, scowling at the sterile wall in front of her. This was humiliating. It had been over a month, and she had to hobble herself over to Ponyville Hospital for continued magic treatments on her shattered hoof. Even though weeks had gone by, the memory of the searing pain in her leg still seemed as fresh as if it happened yesterday. She had to stay there for a week due to the extensive damage done. She was reduced to nothing more than a helpless little filly who had to have everything done for her. Usually she would not mind being waited on all day. After all, she was the great and powerful Trixie, the greatest unicorn in Equestria. However, it was the circumstances that put here there that caused a now permanent glare to appear on her face. She gritted her teeth as her thoughts made their way to the focal point of her misery: a certain purple unicorn that seemed to be the bane of her existence, whose name she could no longer utter without clenching her jaw.

"Twilight Sparkle!" she muttered gruffly.

Within a few moments, the doctor came in and administered the healing treatment, talking to her about her recovery. He was overly cheerful, which she despised. Perhaps it was just his training, but every word out of his mouth, about how she would make a full recovery soon, or the fact that he seemed to be more excited than she was that she would be able to do more than walk slowly, drove her deeper into the hateful memory of who did this to her. Apparently, she just needed a small gauze patch over where they had made the incision from her initial surgery. She took a small comfort in that, but it still did nothing to distract her from her goal.

'_I don't care what it takes; I'm going to find out how that stupid disgrace of a unicorn did this to me! I know that I said that I'd wait until I was fully healed, but I can't wait any longer! Tonight, I am going over to that little hussy's tree house and as Celestia as my witness, she is going to tell me how she managed to hurt me this badly, or else!'_

The show mare exited the hospital, and made her way towards the center of town. The healing treatment scheduled for the evening, just before sundown, did not end until night had already fallen. By the time she made it back to the edge of town, due to her slowed pace, it was much later. No one was on the streets, the shops were closed and most of the houses were darkened, with no light exiting the windows. She had to rest for a few minutes after getting into the center of town, but huffed and stood back up, determined to continue her journey, to see this through. With the Library now in sight, she blocked out the pain she had with each step she took as she moved closer to her goal. As she approached the door, she saw a sign on the door. It was hard to read, as she only had the moonlight to go by, but it seemed to indicate that the library was closed and under renovations.

'_Clever, Twilight Sparkle. But, you won't be rid of me that easily!'_she thought to herself as she pushed on the door.

It swung open slowly, making an eerie creek, revealing the dark entrance to the Ponyville Public Library. It was an eerie sight, especially for a library. She was hesitant to walk in, but gulped and summoned the courage to continue her crusade. Entering the library, she noticed it was pitch black, other than some soft moonlight leaking through the windows. A simple spell was more than enough to activate her horn as a light and illuminated most of the library in a dim golden hue. As she looked around, everything seemed all right. There was defiantly, no construction going on, that was for sure. Trixie's anger started to give way to confusion.

'_Twilight Sparkle has the reputation of being a goody four shoes. Why would she lie about the library being under construction?'_she asked herself as she sat down to rest for a moment.

The unicorn caught the glimpse of a sign in the corner of her eye, and she turned to see what it was. Due to the dim light, she could not read it, so she made her way over to it to examine it further. As she approached the shelf, she gasped at her findings.

'_Wha…what in Equestria is all this? "The Twilight Sparkle Museum of Natural History?"'_She thought to herself as she peered closer.

Trixie was disgusted by the bodily samples that littered the shelf. For the first time since she started this journey, she was beginning to regret her decision to come here. An ominous feeling permeated itself into the pit of her stomach, as she looked around nervously. She had not fully understood what she had just seen, but she knew that it could not be good.

Suddenly, she heard noises coming from the basement. It sounded like construction work was indeed going on. Something seemed off, however, as Trixie approached the basement door.

'_Why would there be a work crew here at this time of night? This doesn't make sense! Well, if Twilight Sparkle is down there, then that's where I'm going!'_She decided, as the scowl returned to her face.

The door was locked, but that was no trouble for her. She had a spell or two to unlock a door, and they were not terribly hard to execute. Within a few moments, the door to the basement was unlocked and she made her way tentatively across the threshold of the doorway, onto the top of the stairs that led down to the basement floor. She gasped as she peered at the large pieces of machinery before her. The cables and wires running all over the floor mesmerized her, and as she made her way downstairs, she turned her attention to the large computer in the center of the room. It was large and bulky, about twice the size of a normal pony. As she reached the basement floor, she noticed the makeshift pen with ponies lying about inside, seemingly unconscious. Her confusion turned back into anger, as she started theorizing what was going on.

"Twilight Sparkle! The great and powerful Trixie is here for a rematch! It seems you could not beat Trixie fairly last time! What are these machines?! You're absorbing the power of other ponies, is that it, you disgrace to unicorns everywhere?!" she shouted.

"The only disgrace I see here is you, Trixie," a voice uttered behind her.

Trixie yelped, and turned to see who had startled her. She immediately backed away at the sight.

"Wha… what manner of creat…creature are you, monster?!" she exclaimed, continuing to back away slowly.

"Why, Trixie, dear, it's me, Twilight Sparkle. You know, the unicorn who is better than you in every way? The unicorn who stole your coltfriend easier than levitating a spoon?" Twilight said, the tone of her voice darkened with each word she spoke.

Trixie's eyes widened, as she recognized the voice. The voice was that of Twilight Sparkle, but this was a monster in front of her, there was no doubt. As Twilight stepped forward, her stance low, Trixie spoke up again.

"St…Stay away from Trixie, you…you monster!" she shouted as she stepped back in fear.

Twilight's eyes narrowed. How dare this poor excuse for a unicorn dare to call her names? She was superior to Trixie in every way now, and still she seemed to be defiant. It was time to put this little filly in her place once and for all. Seething, the deformed unicorn activated her magic and created a bubble around her would be rival, and slammed her against the far wall. She then created rings of magic around Trixie's throat and bottom hooves. The unicorn grunted from the impact and started choking as the magic ring tightened around her neck.

"Honestly, Trixie, don't you ever learn? I'm superior to you in every way. Wasn't it enough that I beat you not only in a contest of magic, but in a simple little physical activity as well? Are you truly that pathetic to think that you can best me at anything?" Twilight said softly, like a mother talking down to her foal.

Trixie was now shivering in fear as tears streamed down her face. It seemed that this truly was Twilight Sparkle, despite her appearance. The mixture of paralyzing fear and seething hate came together in unicorn's mind, as she tried to stammer out her defiance, despite being clearly outmatched.

"Tr…Trixie…is…is…not afraid…of…you!" she choked out, as she glared angrily at Twilight.

Twilight reared up on her hind legs, and placed her hooves on Trixie's, forcing them to spread out to the sides as she kept them in place. She leaned in and noticed the small bandage on her right hoof. She smiled slightly, as she leaned in to whisper in Trixie's ear.

"Oh, by all means, Trixie… Be afraid… Be VERY afraid!"

Twilight pulled back and turned her head towards the show mare's injured hoof. With a guttural noise, she spewed the light milky acid onto Trixie's bandage. The arrogant unicorn screamed as the acid ate right through the bandage, and started melting away at her skin and flesh. Her eyes went wide and tears streamed down her face, as she watched and felt her bone melt away. She thrashed her head about as she wailed, but it was to no avail. Soon, her leg gave way, and tore itself from her body, the acid still melting through. Twilight let the nub that was once the unicorn's hoof fall to the floor and into what was now a pile of acid. The splash covered the mangled hoof as it melted into the ground, bubbling and smoking as it disappeared.

"Watch… WATCH!" Twilight yelled, as she used her magic to force the azure pony's head in the direction of her melting hoof.

Trixie's vision was blurry, but she could still make out what was left of her right hoof dissolving into the floor. She cried out of a mixture of pain and sorrow as Twilight forced her to watch her own torture. Twilight, now with a free hoof, placed it under Trixie's chin.

"What a pretty face you have…" Twilight whispered as she slowly opened her mouth again.

Rainbow Dash's breathing became more labored with every step she took. Even though she was a tremendous athlete, the stress of the situation and her injury were draining her energy. She followed quickly behind Shining Armor, as they made their way towards the castle's living quarters. Apparently, the princesses had called for a break so everyone could get some rest. They had both checked Princess Celestia's room, but she wasn't there, so they made their way over to Luna's quarters as quickly as they could. Luckily, the guards were making their rounds, so there would be no discussion outside the door, and they could go right in. Shining Armor and Rainbow Dash burst into Luna's bedchambers.

"Princess! Please help!" was all Rainbow Dash could utter before she collapsed to the ground out of both nerves and exhaustion.

A startled Luna leapt off her bed and in front of her surprise guests.

"What is the meaning of this intrusion?!" Luna exclaimed, her tone both confused and angry.

Rainbow Dash was taking in gulps of air, trying to catch her breath. She looked over at Shining Armor, giving him a look, as she continued to take labored breaths. The stallion took the hint and stepped forward to explain.

"I was doing my rounds, when Rainbow Dash here came up to the gate. She… she said that Twilight Sparkle… my sister… was in trouble, and that she may be dying. We need to find Princess Celestia right away. Please, Princess Luna, do you know where she-"

He was cut off as the door to the balcony opened to reveal a very tired Princess Celestia. She stepped forward, assessing the new guests. Something was wrong. Shining Armor had a look of dread on his face, and Rainbow Dash seemed to be in terrible shape. She was disheveled, even more so than usual. There were fresh tears streaming down her face, which alarmed her more than her other messy features. Even though they did not have much contact, through Twilight's, and the pegasus's own friendship reports, she knew that Rainbow Dash was as tough and fearless as they come. To see her in such a vulnerable state caused a sensation that the princess rarely felt: fear.

"Shining… Ms. Dash, what's wrong?" the elder alicorn sister said in a solemn tone.

The rainbow-maned pegasus stood up, having mostly caught her breath, she began her explanation as quickly as she could.

"Princess, something terrible has happened to Twilight! She built these teleportation things, and experimented on herself! She… she's become some sort of monster! She said that when she tried to use the telepods on herself, that a fly had snuck into it with her, and the computer…I dunno…put their genes together somehow! We have to help her! She… she said that she was dying and that the only way to save herself was to use the pods to combine with our friends! She… she kidnapped them! She's holding them in the basement of the library, and when she is done fixing the machine, she's going to use it on them! Please, we have to hurry! I'm not sure how much time we have left!" Rainbow Dash stammered out as she started getting choked up.

Princess Celestia's eyes went wide. How could Twilight do this to her friends? Moreover, what in Equestria possessed her to experiment on herself? She thought back to the last time she saw Twilight, in the Star Swirl the bearded wing.

"Ms. Dash, this is very important. Did Twilight say that she got the information to build these "telepods" as you call them, from a book she took with her when she was in the Star Swirl the Bearded Wing while doing research here over a little over a month ago?" The princess asked, her fears becoming deeper.

Rainbow Dash stopped to think for a moment. "Well, I think she mentioned something about that. I know that this whole thing started about a week after she came home."

The sun princess looked away in horror. She was extremely knowledgeable when it came to the sciences, and as she thought back to the day Twilight was in the library, she remembered seeing a certain book open in front of her student. She knew that Rainbow Dash wasn't the most scientifically articulate pony, but with the evidence and explanation presented, the princess's worst fears were confirmed. She stared into Rainbow Dash's eyes, eyes so desperate for hope. The princess had to be honest, however. She hated herself for the next statement she was going to make, both to one of her student's best friends and her brother.

"We have to go right now. I warn you both, however, it may already be too late. Luna, please continue with the conference without me," Princess Celestia said in a worried tone.

"Of course, sister! Please be careful! All of you!" Luna said as her gaze softened.

Princess Celestia nodded and faced Rainbow Dash and Shining Armor. "Come closer to me, and I will use my magic to teleport us there," she said.

The ponies complied, as they moved next to the princess, and within a moment were whisked away by magical light.

Fluttershy's vision started returning as she slowly opened her eyes. It took her a moment to remember where she was, as there was a pounding pain in her head. She could feel the blood from her wound begin to seep into the bandage. It had opened up again due to Twilight's attack. She became alarmed as she heard screaming, and began looking around for her friends. She saw them all beginning to stir. They all seemed all right, but she still heard a blood-curdling scream. She looked around and realized she was in some sort of corral. The yellow Pegasus stood up shakily and made her way over to the slipshod fencing. Fluttershy gasped as she saw where the screaming was coming from. Trixie was bound to the far wall by Twilight, and it looked like she was missing her right hoof. It looked like it had melted away. She needed to think quickly. Studying animals had been her work for long time, and she tried to piece together what she was looking at. She whimpered as she saw the liquid dripping from Trixie's leg was the same as the light substance dribbling from Twilight's chin. She knew how flies ate, and was horrified to find that Twilight had developed that same attribute and was apparently using it as a form of torture. The malformed unicorn seemed to whisper something softly to her helpless captive, as she reared back and slowly started to open her mouth.

"TWILIGHT! NO! STOP! SHE'S NO MATCH FOR YOU! LEAVE HER ALONE, PLEASE!" Fluttershy screamed as she threw herself into the cage.

Twilight Sparkle turned her head towards Fluttershy with a disappointed look on her face as she spoke. "Fluttershy is right, Trixie. You are no match for me. Lucky for you, I'm busy, and don't have time to teach you any further lessons on the matter."

She started walking towards Fluttershy, pausing a moment before looking back at Trixie's now crippled form. The unicorn reared her hind leg back and kicked her rival in the stomach making her yelp and spit up bile before releasing her magic hold on her and letting her slump to the ground with a resounding thud. Her eyes started to roll towards the back of her head, as she had trouble staying conscious.

'_She… she took my hoof. She took my…hoof,'_was her last thought before succumbing to the darkness.

Twilight made her way over to the pen but had to stop halfway there, as another avalanche of agony crashed into her making her wince.

'_No! It'll happen very soon now! Everything is ready! I have to do this before it's too late!"_She thought as she held her head in her hooves.

She used her magic to rip a hole in the pen, and Fluttershy was through it and by her friend's side in moments.

"Twilight! Are you all right?!" Fluttershy said worriedly.

In response, Twilight hooked her hoof around the yellow mare's and started pulling her towards the telepods.

"Get…in…pod…Fluttershy…no…time…left!" the unicorn was managed to stammer as she dragged her friend along.

Fluttershy began to sob profusely. She was going to die. The animal lover couldn't break her friend's grip on her, as she began to pull away.

"NO, PLEASE! TWI…TWILIGHT, I'M YOUR FRIEND! YOU CAN'T DO THIS! STOP! PLEASE, STOP!" Fluttershy screamed and pleaded as she tried to get away.

Her cries began to wake her other friends up, as they began to come to. The first one up was Applejack. As she shook away the cobwebs, she was greeting with the horrifying sight of Trixie on the floor with her hoof missing and Twilight Sparkle pulling on a powerless and frightened Fluttershy. Her eyes narrowed as she galloped full speed for the opening of the cage. Twilight had threatened her, beat her and her friends, and now she was going to kill them all if someone didn't stop her. She had enough. She was tired of being scared and made to feel helpless by someone who was supposed to be her best friend. The farm mare skirted to a halt next to both of her friends and reared her back legs up off the ground. She mustered up all of her anger, fear and sadness as she readied herself for the blow. She never thought that she would have to do this to Twilight Sparkle, but here she was. It all came down to this.

"LEAVE…HER…ALONE!" Applejack screamed as she bucked Twilight in the face with everything she had.

Time seemed to stand still as the deformed unicorn's head snapped to the side. She still had a firm grip on Fluttershy, which confused Applejack. She had been bucking trees for years; that blow should have at least knocked her out, yet, she seemed to treat it as a playful hit. As Twilight turned back around though, what they saw made them both scream in terror. The bottom part of the unicorn's jaw was hanging from her head by a few strands of flesh. It was happening. The metamorphosis that Twilight had warned them about was taking place right in front of their eyes. Rarity and Pinkie Pie were awake by now as well and ran out of the cage, but stopped short as they watched the horrific transformation.

The threads of flesh that held Twilight dangling jaw finally snapped, and the ripped appendage fell to the ground, twitching where it lied. There were sickening cracks and ripping sounds as the flesh cocoon that enveloped Twilight Sparkle began to give way. Her legs snapped and became bowlegged, and pinchers thrust themselves through her hooves, as they split apart, creating insect like paws. Dead flesh peeled off and flopped to the ground as insect legs thrust themselves through her back, two of which were functional. Another pierced itself through her side and twitched about seemingly with a mind of its own. Her legs became thinner with spinney veins showing though bare discolored skin. Finally, her head began to crack like an eggshell, as her eyeballs drooped out of her skull, dripping to the floor. The flesh and bone that was once her head was pushed off revealing a new face. Her skull was now misshapen, in an almost oval curve in the back. Her eyes were now twice as large, and rather than having a muzzle, she now had mandibles. The Twilight/Fly hybrid let out an otherworldly moan as it stepped back awkwardly, dragging Fluttershy towards the telepod. Despite her screams of protest, her friends were huddled on the ground, shaking in fear.

The hybrid threw the yellow Pegasus into the pod, and she yelped as her back slammed against the metallic interior of the machine. With her now deformed grey horn, she activated her magic and enveloped Pinkie Pie, Rarity and Applejack into a magic bubble and threw them in the pod with Fluttershy. They all grunted as they fell into each other. The hybrid walked over to the pod and shut the glass door on them, the electronic lock activating as soon as it closed. The defunct unicorn made her way over to the second telepod, as the computer activated itself on a timer when the pod door closed. She stepped into the pod closing the door, activating the locking mechanism.

Trixie came to during the commotion. It took her a moment to realize what was going on, as she saw the ponies who had been unconscious earlier locked in one of the machines and something she could not make out in another. The ponies had started to gather their senses and were banging on the glass screaming for help. It was now up to her to do something. She looked around frantically, ignoring the pain in her now crippled leg, as she searched desperately for a solution. The computer had an audible countdown, and she had less than thirty seconds to make a decision. She saw a cable going into the pod with the ponies in it, surrounded by tools. If it had been broken, maybe that was a weak spot. She only had precious seconds, so she summoned up all of her magical power and with a loud grunt, ripped the cable from the pod . Sparks flew everywhere as the pod powered down. The lock deactivated, and the ponies scrambled away as fast as they could. The hybrid started banging the glass after seeing what happened, and with shards of glass beneath her, she took a step out of the pod.

Princess Celestia, Shining Armor and Rainbow Dash rematerialized in the library. After getting their bearings, Rainbow Dash searched hurriedly for the entrance to the basement. She hoped that she had made it in time. If not, then her friends were gone and who knows what they would have become.

"Over here, over here!" she shouted as she pushed on the door. It was already open, however, and she almost fell through, with Princess Celestia and Shining Armor close behind. They gasped at what they saw. Trixie, Fluttershy, Rarity, Applejack and Pinkie Pie all looked up at the new arrivals, and then gazed towards what seemed to be the monster. No one said anything as the creature stopped its exit and turned to face the new arrivals. Princess Celestia whimpered at the sight, as tears began to stream down her face. Shining Armor was the first to speak, whispering her sister's nickname in despair.

"Twi…Twily?" he whispered as he reached out a hoof towards what used to be his sister.

The creature mewed out another sound as she extended her leg, reaching for her brother and mentor.

"3…2…1…"

In a bright flash, the hybrid disappeared, as a light fog spread over the floor. Everyone screamed at the suddenness of the development. Soon Princess Celestia, Rainbow Dash and Shining Armor made their way down the stairs towards the ragged group.

"Girls, are you alright? Is anyone hurt?" The sun princess asked worriedly.

Before anyone can answer, the third telepod came to life, crackling with power, illuminating the smoke along the floor. No one could see inside it, since it was so bright. After what seemed like an eternity, the door to the pod opened, and a scream unlike any other any of them had ever heard rang out as a mass of flesh, metal and glass spilled out onto the floor. Everyone let out a small scream, as the Princess stepped forward to inspect the pod that had transported Twilight.

"Oh, no." was all she could whisper as she noticed the metal on the outside of the pod had been mangled and the glass was mostly missing. The teleportation took not only Twilight's organic matter, but the metal and glass from the pod door as well.

Rainbow Dash and Fluttershy used their wings to clear the floor of the white smoke. As they set down next to their friends, they wished that they hadn't. Crawling towards them was what was left of Twilight Sparkle. Her hybrid body had been cut in half, and only her front hooves, head, neck and half of her torso were left. Mangled pieces of metal where protruding from her back, as shiny glass shards seemed interwoven throughout her flesh.

Her friends, brother and mentor did the only thing they could do: they cried. Tears were streaming down their faces, as sobs wracked their bodies. The Princess walked slowly over to what was left of her prized student. The hybrid looked up at her. All the Princess could see was pain. Unimaginable pain, and without the faculties to even understand what was happening, the creature was scared. Twilight Sparkle was going to die, and there was nothing she could do about it. She couldn't even comfort her, thanks to the horrible mutilation Twilight's body had endured. Being an immortal, the Princess knew that one day she would have to say goodbye to Twilight, but she thought that day was decades away. She would have to let her go. All the creature wanted now was the pain to stop. The Princess knelt down, as the hybrid's deformed hoof reached out towards her mentor.

Suddenly, the mutilated unicorn's eyes and horn started to glow, as everyone felt a small rumble coming from the basement. Beakers, books and other smaller objects began to fly from one side of the room to the other. Everyone had to start dodging the objects, as they were flying at high speeds.

"Wha…what's happening?!" Pinkie Pie shouted as a wind came out of nowhere and started swirling around.

"She's…she's having a magic fit! It's what happens to baby unicorns when they haven't learned to control their magic yet! I…I think Twilight has lost control of her magic!" Rarity shouted back, as a table flew past her.

Shining Armor wiped the tears from his eyes, and rushed forward, only to be knocked unconscious as a plank from one of the lab shelves dislodged and slammed into the back of his head.

"Shining!" Rainbow Dash screamed as she ran over to help him, while dodging other objects as they flew by.

The Princess stared at her student, sobbing uncontrollably. She couldn't do it. She knew that ending her student's life would be the most merciful thing to do, but she could not bring herself to do the deed. Instead, she shouted instructions.

"Everypony, get out of her now!" She shouted.

Unfortunately, the magic surge had grown and one of the telepods shot up into the air and landed right in front of the door to the basement, blocking it with debris.

Trixie breathed heavily. She knew what she needed to do. Their friendships with Twilight clouded their judgments of what needed to be done. However, she had no such attachments to Twilight, even before this madness began. Could she do it though? Despite her bravado, she knew that she wasn't the most talented unicorn in Equestria. Did she have to power to do what was necessary? She needed to stop doubting herself. Her eyes narrowed, and her horn began to glow as she put a magic bubble around one of the telepods. She grunted as she strained to lift it high in the air, the wires and cables giving way as she did. In the commotion, no one seemed to notice this. They probably thought it was just part of the magic surge. As she brought it to the ceiling, her body gave way, and she released the pod. It came barreling down towards Twilight Sparkle. The Princess was still in the way, so she used her remaining strength to warn her.

"Prin…Princess! Look…out!" she shouted as she slumped to the ground, sweating profusely.

"What?" the alicorn shouted back, as she turned her head away from the Twilight Hybrid.

With a crash that shook the basement floor, the telepod landed on what was left of Twilight Sparkle's body, crushing it completely. Princess Celestia was knocked away, but quickly recovered and stood up. The wind had dissipated and all of the objects that were in mid-levitation fell to the floor.

"TWILIGHT!" The princess screamed as she ran over to blast site.

She looked into Twilights eyes as she took her last breath. The deformed head fell to the ground, and the one hoof that she had extended went limp. Twilight Sparkle, the unicorn that she had practically raised, the unicorn she had nurtured and taught, who she had seen grow and form beautiful friendships was now dead. Applejack, Rarity, Pinkie Pie, Fluttershy, and Rainbow Dash sobbed and wailed as loud as they could. Their friend, the one who had brought them together, was gone forever. No more picnics or trips to Sugarcube Corner. No more lectures, or advice, and no more elements of harmony. Finally, after a few moments, the Princess looked up and with tears streaming down her face did the only thing she could do now.

She screamed.

** Well, that's my story! I want to thank Krushnazag for being an awesome pre-reader. This was pretty fun to write, and I hope everyone enjoyed it. Please let me know what you think of this. Thanks!**


	12. Special Feature

Hi everyone! I hope this holiday season finds you all well! I was thinking of doing this for awhile. One of the things I love about DVDs are the special features. I always thought it was fun to take a look at things like commentaries, behind the scenes stuff and of course deleted scenes! Below is just that. This is an alternate version of the barn scene. I struggled a lot with writing it, and when I finished it, I decided to rewrite the scene. I thought that it was too happy, and didn't really show how dire the situation was. I wanted the whole thing to be somber, and I felt that what I originally wrote took away from that. I wasn't sure that I was going to come up with anything else though, so I decided to keep it just in case I couldn't think of anything. My biggest problem was trying to get Applejack and Rainbow Dash to have their conversation, but I figured that moving it to the basement would make it much more intense dramatically. Anyway, here it is, the alternate barn scene! It starts right after Twilight reveals that she is probably dying, and ends when they all agree to leave the barn together. Also, I kept it unedited, since its not part of the story anyway. Enjoy!

CHAPTER 10 ALTERNATE BARN SCENE ENDING

That was all the shock that Rarity could take, as she fainted right in front of her friend. The Rainbow Dash caught the unicorn before she fell, and Fluttershy was by her side immediately. Twilight and the others were on top of her as well, except for Applejack.

'This may be mah only chance! Ah gotta get Rainbow alone for a few moments!'

"There's some water buckets right outside the barn here! Rainbow, come on and help me, so we can help Rarity come to!" Applejack said urgently.

"Right!" her friend responded, as they opened the barn door and rushed out into the night.

The bucket was on the right side of the barn, and had some water in it. Applejack had washed in it earlier, but Rarity didn't need to know that. Right now, the important thing was talking to Rainbow Dash. She stopped dead at the bucket turning around to face her friend.

"Look sugarcube, Ah love Twilight, we all do, but she's lost it. She's a few apples short of a bushel now, and if we go into that lab of hers, we may never see the light of day again. If things get bad, ya need to make a break for it, and get to the princess right away, ya hear? We're all countin' on ya!" She whispered.

Rainbow Dash was taken aback, but soon began to process the earth pony's words. She looked down and gave her friend a solemn nod. They turned around, each taking a side of the bucket, as they made their way back into the barn.

"One side, ya'll, comin' through!" Applejack said. She lost her balance, however, as she tripped and the bucket landed right on Rarity's face, waking her up instantly.

"Oh! What is that awful smell?! Applejack, did you wash yourself in this?! Oh, look at my mane, I look absolutely dreadful!" The prim unicorn said out of habit as she awoke.

There was a dead silence at her words, and she soon realized where she was, and what had happened. Her head drooped as she apologized.

"Oh, Twilight, I'm so sorry for saying that. I think I speak for everyone here when I say; of course we will help you. We have all been through so much, and we aren't about to lose the friend that brought us together. Let's get to your lab!" She said.

If Twilight Sparkle could cry, she would have. She looked around and the same expression was on all of their faces. It was a look of resilience and fortitude. For the first time in weeks, she smiled, and her friends all smiled back.

"OK girls! Let's do this! Together!" She stated triumphantly.

Ok, so that's it! The next chapter of Twifly II is on the Pre-reader's desk as I type, so look for it shortly. In the meantime, I hope everyone has a great holiday! See you soon!


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